AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 1999
Registration No. 333 -_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE YORK GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 74-0490631
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8554 Katy Freeway, Suite 200, Houston, Texas 77024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1996 EMPLOYEE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
David F. Beck
8554 Katy Freeway, Suite 200
Houston, Texas 77024
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 984-5500
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Approximate date of proposed offering: As soon after the effective date of
this Registration Statement as options granted pursuant to the Plan are
exercised or shares of Common Stock registered hereby are granted pursuant to
the Plan.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Title of Amount Proposed maximum Proposed Amount of
securities to be offering price maximum aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
- ---------------- ------------- ------------ ----------------- ---
<S> <C> <C> <C> <C>
Common Stock, $.01 400,000
per share par value shares
("COMMON STOCK") $9.59375 $3,837,500 $1,067
=======================================================================================
</TABLE>
(1) Represents the approximate incremental number of shares which may be
purchased under the Plan described herein, as estimated solely for the
purpose of calculating the registration fee. This Registration Statement
also relates to such indeterminate number of additional Common Shares of
Registrant as may be issuable as a result of stock splits, stock dividends
or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c) and (h), based on the average high and low prices of Common
Stock as reported on the Nasdaq National Market System on January 22, 1999.
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-21363 relating to the Plan described herein are incorporated
herein by reference.
<PAGE>
EXPLANATION STATEMENT
This Registration Statement is being filed pursuant to General Instruction
E of Form S-8 to register additional shares of Common Stock in connection with
The York Group, Inc.'s 1996 Employee Stock Option Plan described herein.
--------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NO. EXHIBIT
----------- -------
5 Opinion and Consent of Locke Liddell & Sapp LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Locke Liddell & Sapp LLP (Included in Exhibit 5 to
this Registration Statement)
Page 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 28th day of January,
1999.
THE YORK GROUP, INC.
By: /s/ DAVID F. BECK
DAVID F. BECK, VICE-PRESIDENT-FINANCE,
CHIEF FINANCIAL OFFICER AND TREASURER
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.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ ROBERT T. RAKICH Chairman of the Board January 28, 1999
(ROBERT T. RAKICH) and Director
/s/ BILL W. WILCOCK President, Chief Executive January 28, 1999
(BILL W. WILCOCK) Officer and Director
(Principal Executive Officer)
/s/ DAVID F. BECK Vice President-Finance, Chief January 28, 1999
(DAVID F. BECK) Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
/s/ BRUCE E. ELDER Director January 28, 1999
(BRUCE E. ELDER)
/s/ ELDON P. NUSS Director January 28, 1999
(ELDON P. NUSS)
/s/ KIRK P. PENDLETON Director January 28, 1999
(KIRK P. PENDLETON)
/s/ ROGER W. SEVEDGE Director January 28, 1999
(ROGER W. SEVEDGE)
/s/ PAUL B. WILSON
(PAUL B. WILSON) Director January 28, 1999
Page 3
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. EXHIBIT PAGE
----------- ------- ----
5 Opinion and Consent of Locke Liddell
& Sapp LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Locke Liddell & Sapp LLP
(included in Exhibit 5 of this Registration Statement)
Page 4
January 25, 1998 EXHIBIT 5
The York Group, Inc.
Suite 200
8554 Katy Freeway
Houston, Texas 77024
Ladies and Gentlemen:
We have acted as counsel to The York Group, Inc., a Texas corporation (the
"COMPANY") in connection with the registration, pursuant to a Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
(the "REGISTRATION STATEMENT") under the Securities Act of 1933, as amended, of
the offering and sale to certain employees of the Company of up to 400,000
additional shares of the Company's Common Stock, $.01 par value (the "COMMON
STOCK"), which may be issued in connection with the exercise of certain rights
(the "Options") granted under the Company's 1996 Employee Stock Option Plan (the
"PLAN").
In such capacity we have examined the corporate documents of the Company,
including its Certificate of Incorporation, as amended, its By-laws, as amended,
and resolutions adopted by its board of directors and committees thereof. We
have also examined the Registration Statement, together with the exhibits
thereto, and such other documents which we have deemed necessary for the
purposes of expressing the opinion contained herein. We have relied upon
representations made by and certificates of officers of the Company and public
officials with respect to certain facts material to this opinion. We have made
no independent investigation regarding such representations and certificates.
Based upon the foregoing, we are of the opinion that when the Options have been
duly exercised in accordance with their respective terms, the Common Stock
issued thereupon will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
/s/ LOCKE LIDDELL & SAPP LLP
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 16, 1998,
included in The York Group, Inc.'s Form 10-K for the year ended December 31,
1997, and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
January 25, 1999
