As filed with the Securities and Exchange Commission on July 31, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PRAEGITZER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0790158
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1270 S.E. MONMOUTH CUT-OFF ROAD
DALLAS, OREGON 97338-9532
(Address of Principal (Zip Code)
Executive Offices)
PRAEGITZER INDUSTRIES, INC.
1995 STOCK INCENTIVE PLAN
(Full title of plan)
-------------------
SCOTT D. GILBERT
VICE PRESIDENT OF FINANCE
PRAEGITZER INDUSTRIES, INC.
1270 S.E. MONMOUTH CUT-OFF ROAD
DALLAS, OR 97338-9532
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 623-9273
Copy to:
STEPHEN E. BABSON
STOEL RIVES LLP
900 SW FIFTH AVENUE, SUITE 2300
PORTLAND, OREGON 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 Shares $13.625 $14,496,625 $4,998.84
- -------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the
shares to be registered, 547,000 shares are subject to options with an
aggregate exercise price of $11.00 and 105,000 shares are subject to
options with an aggregate exercise price of $13.625. The calculation
of the registration fee for the balance of the shares is based on
$8.3125, which was the average of the high and low prices of the
Common Stock on July 24, 1996 as reported in The Wall Street Journal
for Nasdaq National Market issues.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Praegitzer Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to rule 424(b) under the Securities Act of
1933 that contains audited financial state ments for the Company's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company
con tained in the Company's registration statement filed under Section
12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 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 reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article IV of the Registrant's Second Amended and Restated
Articles of Incorporation, as amended (the "Articles"), requires
indemnification of current or former directors of the Registrant to the
fullest extent not prohibited by the Oregon Business Corporation Act (the
II-1
<PAGE>
"Act"). The Act permits or requires indemnification of directors and
officers in certain circumstances. The effects of the Articles and the Act
(the "Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding (other than an action by or in
the right of the Company), if the person concerned acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the
best interests of the Company, was not adjudged liable on the basis of
receipt of an improper personal benefit and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was
unlawful. The termination of a proceeding by judgment, order, settlement,
conviction or plea of nolo contendere, or its equivalent, is not, of
itself, determinative that the person did not meet the required standards
of conduct.
(b) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding by or in the right of the
Company against the expenses (including attorney fees) actually and
reasonably incurred if the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Company, except that no right of indemnification will be
granted if the person is adjudged to be liable to the Company.
(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.
(d) Because the limits of permissible indemnification under Oregon
law are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Registrant may advance to a director or officer the
expenses incurred in defending any proceeding in advance of its final
disposition if the director or officer affirms in writing in good faith
that he or she has met the standard of conduct to be entitled to
indemnification as described in (a) or (b) above and undertakes to repay
any amount advanced if it is determined that the person did not meet the
required standard of conduct.
The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or directors or otherwise.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
II-2
<PAGE>
Item 8. Exhibits.
--------
4.1 Second Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3(i)(a) to the
Company's Registration Statement on Form S-1, File No.
333-01228).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3(ii) to the Company's Registration Statement on Form S-1,
File No. 333-01228).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(a)(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;
(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 (a)(1)(i) and (a)(1)(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 registrant pursuant to Section 13 or
Sec tion 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-3
<PAGE>
(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.
(b) The Company hereby undertakes 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
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.
(c) 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 Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act 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 Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Dallas, State of Oregon on July
29, 1996.
PRAEGITZER INDUSTRIES, INC.
By MATTHEW J. BERGERON
------------------------------------
Matthew J. Bergeron
Senior Vice President, Chief
Financial Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 29, 1996.
Signature Title
--------- -----
* ROBERT L. PRAEGITZER President, Chief Executive Officer and
- ---------------------------------- Chairman of the Board
Robert L. Praegitzer (Principal Executive Officer)
MATTHEW J. BERGERON Senior Vice President, Chief Financial
- ---------------------------------- Officer and Director
Matthew J. Bergeron (Principal Financial and Accounting
Officer)
* CHARLES N. HALL Senior Vice President and Director
- ----------------------------------
Charles N. Hall
* ROBERT G. BALDRIDGE Senior Vice President and Director
- ----------------------------------
Robert G. Baldridge
* SALLY PRAEGITZER Director
- ----------------------------------
Sally Praegitzer
* WILLIAM L. HEALEY Director
- ----------------------------------
William L. Healey
* T. L. STEBBINS Director
- ----------------------------------
T. L. Stebbins
* By MATTHEW J. BERGERON
----------------------------------
Matthew J. Bergeron,
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Second Amended and Restated Articles of Incorporation
of the Company (incorporated by reference to Exhibit 3(i)(a)
to the Company's Registration Statement on Form S-1,
File No. 333-01228).
4.2 Bylaws of the Company (incorporated by reference to
Exhibit 3(ii) to the Company's Registration Statement
on Form S-1, File No. 333-01228).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
II-6
EXHIBIT 5.1
July 30, 1996
Board of Directors
Praegitzer Industries, Inc.
1270 S.E. Monmouth Cut-Off Road
Dallas, Oregon 97338-9532
We have acted as counsel for Praegitzer Industries, Inc. (the
"Company") in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, covering 1,500,000 shares of common stock (the "Shares") of the
Company issuable in connection with the Company's 1995 Stock Incentive Plan
(the "Plan"). We have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents, corporate
records, and other instruments we deemed necessary for the purposes of this
opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Praegitzer Industries, Inc. on Form S-8 of our report on the combined
financial statements of Praegitzer Industries, Inc. and Affiliate dated
February 5, 1996 (except as to Note 18 which is dated as of April 3, 1996)
and of our report on the financial statements of Circuit Technology, Inc.
dated January 24, 1996, appearing in the Prospectus dated April 4, 1996
which is part of Registration Statement No. 333-01228 on Form S-1.
DELOITTE & TOUCHE LLP
July 30, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Praegitzer Industries, Inc. issuable pursuant to its 1995
Stock Incentive Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Praegitzer Industries, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: June 28, 1996
ROBERT L. PRAEGITZER
-----------------------------------
Robert L. Praegitzer
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Praegitzer Industries, Inc. issuable pursuant to its 1995
Stock Incentive Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Praegitzer Industries, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: June 25, 1996
MATTHEW J. BERGERON
-----------------------------------
Matthew J. Bergeron
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Praegitzer Industries, Inc. issuable pursuant to its 1995
Stock Incentive Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Praegitzer Industries, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: June 25, 1996
CHARLES N. HALL
-----------------------------------
Charles N. Hall
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Praegitzer Industries, Inc. issuable pursuant to its 1995
Stock Incentive Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Praegitzer Industries, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: June 25, 1996
ROBERT G. BALDRIDGE
-----------------------------------
Robert G. Baldridge
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Praegitzer Industries, Inc. issuable pursuant to its 1995
Stock Incentive Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Praegitzer Industries, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: June 28, 1996
SALLY PRAEGITZER
-----------------------------------
Sally Praegitzer
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Praegitzer Industries, Inc. issuable pursuant to its 1995
Stock Incentive Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Praegitzer Industries, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: June 30, 1996
WILLIAM L. HEALEY
-----------------------------------
William L. Healey
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Praegitzer Industries, Inc. issuable pursuant to its 1995
Stock Incentive Plan, including specifically, but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Praegitzer Industries, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: June 30, 1996
T.L. STEBBINS
-----------------------------------
T.L. Stebbins
