<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
COHR INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4559155
(State of Incorporation) (I.R.S. Employer
Identification No.)
21540 Plummer Street
Chatsworth, California 91311-4103
(Address and Zip Code of Principal Executive Offices)
1995 STOCK OPTION PLAN OF COHR INC.
1996 STOCK OPTION PLAN OF COHR INC.
(Full Title of the Plans)
Daniel F. Clark
Chief Financial Officer
COHR Inc.
21540 Plummer Street
Chatsworth, California 91311-4103
(818) 734-8349
(Name, Address, and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value 900,000 shares(1) $5.1565(2) $4,640,850(2) $1,369.05
==========================================================================================================
</TABLE>
(1) Represents the maximum number of shares of Common Stock that may be
offered pursuant to this Registration Statement, including (i) 600,000
shares issuable upon the exercise of stock options granted under the
1995 Stock Option Plan of COHR Inc. and (ii) 300,000 shares issuable
upon the exercise of stock options granted under the 1996 Stock Option
Plan of COHR Inc.
(2) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based on the
average high and low prices for the Registrant's common stock on the
Nasdaq Stock Market on June 26, 1998. Estimated solely for the purpose
of calculating the registration fee in accordance with Rule 457 under
the Securities Act of 1933, as amended.
<PAGE> 2
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant incorporates by reference herein the following documents
filed with the Commission under the Securities Exchange Act of 1934 as amended
("Exchange Act"): (1) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998; (2) all other subsequent reports filed by the Company
with the Securities and Exchange Commission pursuant to Section 13(a) of the
Exchange Act (such as Quarterly Reports on Form 10-Q or Current Reports on Form
8-K); and (3) a description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A/A, filed pursuant to Section 12 of
the Exchange Act on February 13, 1996 (File No. 0-27506), including any other
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.
-------------
The financial statements and related financial statement schedule
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
Future financial statements of the Company and the reports thereon of
the Company's independent auditors to be included in subsequent filed documents
also will be incorporated by reference in this Registration Statement in
reliance upon the authority of such independent auditors as experts in
accounting and auditing to the extent such independent auditors have audited
those financial statements and consented to the use of their reports thereon.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 145 of the Delaware General Corporation Law ("DGCL")
gives Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations, subject to
specified conditions and exclusions, against expenses incurred in the defense of
any lawsuit to
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<PAGE> 4
which they are made parties by reason of being or having been such directors or
officers. Such provisions also give a director or officer who successfully
defends an action the right to be so indemnified subject to specified conditions
and exclusions and authorizes Delaware corporations to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.
(b) The Company's Bylaws require that the Company indemnify its
officers and directors to the full extent authorized under the Delaware General
Corporation Law. The standard for indemnification applicable in all cases
(excepting indemnification in connection with the successful defense of any
proceeding or matter which is mandatory under the Delaware General Corporation
Law and the Bylaws without reference to any such standard) is that the
individual shall have acted in good faith and in a manner the individual
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful except that no
indemnification is permitted with respect to litigation brought by or in the
right of the Company in respect of any claim, issue or matter as to which the
director or officer is adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless and only to the extent that the
Delaware Court of Chancery or the court in which the action is brought
determines that such person is entitled to indemnity for such expenses as such
Court deems to be proper.
(c) In accordance with Section 102(b)(7) of the DGCL, the
Certificate of Incorporation provides that directors shall not be personally
liable for monetary damages for breaches of their fiduciary duty as directors
except for (1) breaches of their duty of loyalty to the Company or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (3) under Section 174 of
the DGCL (unlawful payment of dividends) or (4) transactions from which a
director derives an improper personal benefit. In the event the DGCL is changed
to authorize the further elimination or limitation of the liability of
directors, then the Certificate of Incorporation will automatically limit the
liability of directors to the fullest extent permitted by such law, as so
changed, without the need for any further action by the Company's directors or
stockholders.
(d) The Delaware indemnification statute generally described above
is nonexclusive and allows a corporation to expand the scope of indemnification,
whether provided by provisions in its bylaws or by agreement. The Bylaws
authorize the Company to contract with directors, officers and other agents of
the Company and to provide such persons with indemnification for breach of duty
to the Company and its stockholders in excess of indemnification otherwise
provided by Delaware law. The Company has entered into indemnification
agreements with certain of its directors and executive officers providing for
indemnification of such persons to the fullest extent allowed by law. Under the
indemnification agreements, the Company's directors and officers who are
involved in an action other than an action by or in the right of the Company
will be indemnified by the Company against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specific
actions, suits or proceedings, whether civil, criminal, administrative or
investigative. Under current law and the indemnification agreements, the Company
may advance expenses incurred by an officer, director, employee or agent in
defending a proceeding, provided that the person seeking such advances provides
a written undertaking to the Company to repay all amounts to advanced if it is
ultimately determined that such person is not entitled to indemnification.
(e) The Company maintains directors' and officers' liability
insurance covering such persons in their official capacities with the Company
and its subsidiaries.
II-2
<PAGE> 5
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
3.1 Certificate of Incorporation (Exhibit 3.1 to the Company's
Registration Statement on Form S-1 [File No. 33-80635])*/
3.2 Bylaws of Registrant (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 [File No. 33-80635])*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney.
- --------------------------
*/ Incorporated by reference.
ITEM 9: UNDERTAKINGS
Rule 415 Offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 ("Securities Act");
(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;
(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 (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
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<PAGE> 6
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
II-4
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, COHR Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Chatsworth, State of California, on June 30, 1998.
COHR INC.
By: /s/Daniel F. Clark
-------------------------------------
Daniel F. Clark
Chief Financial Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Raymond E. List Chief Executive Officer June 30, 1998
- --------------------------------- (Principal Executive Officer)
Raymond E. List and Director
/s/Daniel F. Clark Chief Financial Officer June 30, 1998
- --------------------------------- (Principal Financial Officer
Daniel F. Clark and Principal Accounting
Officer)
*/s/Lynn P. Reitnouer Chairman of the Board and June 30, 1998
- --------------------------------- Director
Lynn P. Reitnouer
*/s/Stephen W. Gamble Director June 30, 1998
- ---------------------------------
Stephen W. Gamble
*/s/Ronnie J. Messenger Director June 30, 1998
- ---------------------------------
Ronnie J. Messenger
*/s/James D. Barber Director June 30, 1998
- ---------------------------------
James D. Barber
*/s/Frederick C. Meyer Director June 30, 1998
- ---------------------------------
Frederick C. Meyer
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C> <C>
*/s/Louis A. Simpson Director June 30, 1998
- ---------------------------------
Louis A. Simpson
- ---------------------
*/ By: /s/Daniel F. Clark
- ---------------------------------
(Daniel F. Clark
Attorney-in-Fact)
</TABLE>
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
3.1 Certificate of Incorporation (Exhibit 3.1 to the Company's
Registration Statement on Form S-1)*/
3.2 By-Laws of Registrant (Exhibit 3.2 to the Company's Registration
Statement on Form S-1)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
</TABLE>
- -----------------
*/ Incorporated by reference.
II-7
<PAGE> 1
EXHIBIT 5.1
June 30, 1998
Board of Directors
COHR Inc.
21540 Plummer Street
Chatsworth, California 91311-4103
Re: 1995 Stock Option Plan of COHR Inc. and 1996 Stock Option Plan
of COHR Inc. (the "Plans"); Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to COHR Inc., a Delaware corporation (the "Company"), we have
participated in the preparation of a registration statement on Form S-8 (the
"Registration Statement") being filed under the Securities Act of 1933 on or
about the date of this letter to register shares of common stock, $.01 par value
(the "Shares"), of the Company which may from time to time be offered and sold
by the Company in connection with the Plans. This opinion is delivered in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the corporate records
of the Company, including its Certificate of Incorporation, its Bylaws, and
actions by its Board of Directors and stockholders, and such other documents
(including the Plans) which we have deemed relevant or necessary as the basis
for the opinion as hereinafter set forth. We have also reviewed originals or
copies, certified or otherwise identified to our satisfaction of such corporate
and other records, documents, certificates and other papers, including
certificates of public officials as we deemed necessary to render this opinion.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or otherwise, to enter into and to perform their respective
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinion expressed herein, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that will be originally issued under the Plans have been duly authorized
and, when issued pursuant to and in accordance with the 1995 Stock Option Plan
of COHR Inc. or the 1996 Stock Option Plan of COHR Inc., as applicable, will be
legally issued, fully paid and non-assessable.
<PAGE> 2
We hereby consent to the use of our name in the Registration Statement
and to the inclusion of this opinion as an exhibit thereto.
Very truly yours,
Sonnenschein Nath and Rosenthal
By: /s/ Robert L. Schuchard
------------------------------------
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
COHR Inc. on Form S-8 (relating to the registration of 600,000 common shares for
the 1995 Stock Option Plan of COHR Inc. and 300,000 common shares for the 1996
Stock Option Plan of COHR Inc.) of our report dated June 11, 1998, appearing in
COHR Inc.'s Form 10-K for the year ended March 31, 1998 and to the reference to
us in Part II, Item 3 of this Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
June 29, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Raymond E. List and Daniel F. Clark, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, $.01 par value, of COHR Inc. offered
in connection with the 1995 Stock Option Plan of COHR Inc. and with the 1996
Stock Option Plan of COHR Inc., and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of June, 1998.
/s/ Lynn P. Reitnouer
-----------------------
Name: Lynn P. Reitnouer
<PAGE> 2
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Raymond E. List and Daniel F. Clark, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, $.01 par value, of COHR Inc. offered
in connection with the 1995 Stock Option Plan of COHR Inc. and with the 1996
Stock Option Plan of COHR Inc., and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 25th day of June, 1998.
/s/ Ronnie J. Messenger
-------------------------
Name: Ronnie J. Messenger
<PAGE> 3
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Raymond E. List and Daniel F. Clark, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, $.01 par value, of COHR Inc. offered
in connection with the 1995 Stock Option Plan of COHR Inc. and with the 1996
Stock Option Plan of COHR Inc., and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of June, 1998.
/s/ James D. Barber
---------------------
Name: James D. Barber
<PAGE> 4
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Raymond E. List and Daniel F. Clark, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, $.01 par value, of COHR Inc. offered
in connection with the 1995 Stock Option Plan of COHR Inc. and with the 1996
Stock Option Plan of COHR Inc., and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of June, 1998.
/s/ Frederick C. Meyer
------------------------
Name: Frederick C. Meyer
<PAGE> 5
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Raymond E. List and Daniel F. Clark, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, $.01 par value, of COHR Inc. offered
in connection with the 1995 Stock Option Plan of COHR Inc. and with the 1996
Stock Option Plan of COHR Inc., and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 29th day of June, 1998.
/s/ Louis A. Simpson
----------------------
Name: Louis A. Simpson
<PAGE> 6
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Raymond E. List and Daniel F. Clark, and each of them, any one of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of shares of common stock, $.01 par value, of COHR Inc. offered
in connection with the 1995 Stock Option Plan of COHR Inc. and with the 1996
Stock Option Plan of COHR Inc., and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of June, 1998.
/s/ Stephen W. Gamble
-----------------------
Name: Stephen W. Gamble
