As filed with the Securities and Exchange Commission on June 8, 1999
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.)
19801 S.W. 72nd Ave.
Tualatin, Oregon 97062
(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.
19801 S.W. 72nd Ave.
Tualatin, OR 9706232
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 454-6000
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
Title of Maximum Maximum
Securities to Be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share (1) Offering Price (1) Registration Fee
- ---------------- ---------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 1,200,000 Shares $ 5.2344 $ 6,281,280 $ 1,747
- ------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
of the registration fee for the balance of the shares is based on $5.2344,
which was the average of the high and low prices of the Common Stock on
June 4, 1999 as reported in The Wall Street Journal for Nasdaq National
Market issues.
</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 statements 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
contained 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
II-1
<PAGE>
to the fullest extent not prohibited by the Oregon Business Corporation Act (the
"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
Registrant), 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
Registrant, 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 Registrant 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 Registrant, except
that no right of indemnification will be granted if the person is adjudged to be
liable to the Registrant.
(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.
II-2
<PAGE>
Item 7. Exemption From Registration Claimed.
Not Applicable.
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 Section 15(d)
II-3
<PAGE>
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.
(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
Registrant 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 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 Dallas, State of Oregon on June 7, 1999.
PRAEGITZER INDUSTRIES, INC.
By MATTHEW J. BERGERON
--------------------------------------
Matthew J. Bergeron
President and Chief Operating Officer
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 June 7, 1999.
Signature Title
--------- -----
* ROBERT L. PRAEGITZER Chairman and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
Robert L. Praegitzer
MATTHEW J. BERGERON President, Chief Operating Officer
- ---------------------------------- and Director
Matthew J. Bergeron
* DANIEL J. BARNETT Director
- ----------------------------------
Daniel J. Barnett
* THEODORE L. STEBBINS Director
- ----------------------------------
Theodore L. Stebbins
* MERRILL A. McPEAK Director
- ----------------------------------
Merrill A. McPeak
* GORDON B. KUENSTER Director
- ----------------------------------
Gordon b. Kuenster
* WILLIAM J. THALE Chief Financial Officer
- ---------------------------------- (Principal Financial and
William J. Thale Accounting Officer)
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.
EXHIBIT 5.1
June 8, 1999
Board of Directors
Praegitzer Industries, Inc.
19801 S.W. 72nd Ave.
Tualatin, OR 97062
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
1,200,000 shares of common stock (the "Shares") of the Company issuable pursuant
to 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 dated September 4,
1998, appearing in the Annual Report on Form 10-K of Praegitzer Industries, Inc.
for the year ended June 30, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
June 7, 1999
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: May 6, 1999
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: May 10, 1999
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: May 6, 1999
DAVID J. BARNETT
-----------------------------------------
David J. Barnett
<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: May 12, 1999
MERRILL A. McPEAK
-----------------------------------------
Merrill A. McPeak
<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: May 28, 1999
GORDON B. KUENSTER
-----------------------------------------
Gordon B. Kuenster
<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: May 5, 1999
THEODORE L. STEBBINS
-----------------------------------------
Theodore L. Stebbins
<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: May 28, 1999
WILLIAM J. THALE
-----------------------------------------
William J. Thale
