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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GEOGRAPHICS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5110 87-0305614
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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1555 ODELL ROAD
BLAINE, WA 98231
(360) 332-6711
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
JAMES L. DORMAN
PRESIDENT
GEOGRAPHICS, INC.
1555 ODELL ROAD
BLAINE, WA 98231
(360) 332-6711
(Name, address, including zip code, and telephone number, including area code,
of agent for services)
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION FEE
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Common Stock 4,500,000(2) $0.47(3) $2,115,000 $558.36
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Geographics, Inc. 1999 Stock Option Plan (the "1999 Stock Option
Plan"), as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of Geographics, Inc.
pursuant to Rule 416(a).
(2) Represents 4,500,000 shares reserved for issuance under the 1999 Stock
Option Plan.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1). The proposed maximum offering price per
share is based upon the average of the high and low prices for the
shares of Common Stock as reported on the Over the Counter Bulletin
Board on November 8, 2000.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE AUTOMATICALLY UPON
THE DATE OF FILING IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933, AS AMENDED, AND 17 C.F.R. SS. 230.462.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION.
The information required by Part I (Items 1 and 2) will be
included in documents sent or given to participants in the Geographics, Inc.
1999 Stock Option Plan (the "1999 Stock Option Plan"). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Geographics, Inc. ("Geographics"
or the "Company") with the Commission are incorporated herein by reference and
made a part hereof:
(a) The Company's Annual Report on Form 10-K, for the year ended March
31, 2000, as amended by Amendment No. 1 filed on September 7, 2000 and Amendment
No. 2 filed on September 11, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.
(c) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the last fiscal
year for which financial statements were included in the report referred to in
(a) above.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities that may be offered under the 1999
Stock Option Plan will be passed upon for Geographics by Michael Best &
Friedrich LLP, One South Pinckney Street, Madison, Wisconsin 53703. Attorneys
who are partners or employed by Michael Best & Friedrich LLP who have provided
advice with respect to this matter in the aggregate own approximately 1,182,000
shares of Geographics' Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the Delaware General Corporation
Law. Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL"), provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at its request in such capacity
of another corporation or business organization against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. A Delaware
corporation may indemnify officers and directors in any action by or in the
right of a corporation under the same conditions, except that no indemnification
is permitted without judicial
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approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.
Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article IX of the Company's Certificate of Incorporation provides
as follows:
"ARTICLE IX"
9.1. The liability of the directors for monetary damages shall be
eliminated to the fullest extent under applicable law.
9.2 To the extent permitted by applicable law, the Corporation
is authorized to provide indemnification of (and advancement of expenses to)
such agents (and any other persons to which Delaware law permits this
Corporation to provide indemnification) through bylaw provisions, agreements
with such agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement
otherwise permitted by Section 145 of the General Corporation Law of the State
of Delaware, subject only to limits created by applicable Delaware law
(statutory or otherwise) with respect to actions for breach of a duty to the
Corporation, its stockholders and others.
9.3 No amendment to or repeal of Article IX of this Certificate
of Incorporation shall apply to or have any effect on the rights of any
individual referred to in Article IX for or without respect to acts or omissions
of such individual occurring prior to such amendment or repeal.
In addition, Article VII of the Company's Bylaws also provides for
the indemnification of officers and directors, in a manner that is consistent
with the DGCL. Pursuant to the Bylaws, indemnification may be determined by the
Board of Directors or, in certain circumstances, by a court of competent
jurisdiction.
Furthermore, the indemnification and advancement of expenses
provided by or granted pursuant to Section 145, the Certificate of
Incorporation, or the Bylaws shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or pursuant to the director (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
The directors and officers of the Company are included in the
directors' and officers' liability insurance policy applicable to Geographics.
The insurance policy provides that, subject to the applicable liability limits
and retention amounts, the insurer will reimburse directors and officers of
Geographics for claims of negligent acts, errors or omissions alleged to have
been committed by directors or officers of the Company. The policy also provides
that, subject to the applicable liability limits and retention amounts, the
insurer will reimburse Geographics for a "loss" (as defined in the policy)
related to the indemnification of its directors and officers resulting from any
such claim.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the
Exhibit Index on page 6 of this Registration Statement, which Exhibit Index is
incorporated herein by reference.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin on October 30, 2000.
GEOGRAPHICS, INC.
By: /s/ James L. Dorman
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James L. Dorman, President, Chief
Executive Officer, and Chairman
of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint James L. Dorman and Daniel J.
Regan and each of them, with full power of substitution and full power to act,
his true and lawful attorney-in-fact and agent to act for him in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, any and all
registration statements filed pursuant to Rule 462(b) of the Securities Act of
1933 (including post-effective amendments) and to file this Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as they or he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
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/s/ James L. Dorman President, Chief Executive Officer October 30, 2000
------------------------------------ and Chairman of the Board
James L. Dorman
/s/ William T. Graham Director October 30, 2000
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William T. Graham
/s/ C. Joseph Barnette Director October 30, 2000
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C. Joseph Barnette
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EXHIBIT INDEX
REGULATION S-K
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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4.1 Geographics, Inc. 1999 Stock Option Plan, filed herewith.
5.1 Opinion of Michael Best & Friedrich LLP, filed herewith.
23.1 Consent of KPMG LLP, filed herewith.
23.2 Consent of Michael Best & Friedrich LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of signature page).
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