<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333-19885
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
THE JPM COMPANY
---------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1702908
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Route 15 North
Lewisburg, Pennsylvania 17837
- ----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
--------------------
THE JPM COMPANY
1993 STOCK OPTION PLAN
------------------------------------
(Full title of plan)
--------------------
John H. Mathias, Chairman of the Board and Chief Executive Officer
The JPM Company
Route 15 North
Lewisburg, Pennsylvania 17837
-------------------------------------------
(Name and address of agent for service)
(717) 524-8200
-------------------------------------
(Telephone number, including area code,
of agent for service)
--------------------
Copy to:
Scott C. Penwell, Esquire
Duane, Morris & Heckscher LLP
P.O. Box 1003
305 North Front Street
Harrisburg, Pennsylvania 17108-1003
<PAGE>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in the Reoffer Prospectus
which follows. The Reoffer Prospectus together with the documents incorporated
by reference to Item 3 of Part II of this Registration Statement constitute the
Section 10(a) Prospectus.
<PAGE>
Reoffer Prospectus
THE JPM COMPANY
Up to 20,087 Shares of Common Stock
Par Value $.000067 per share (the "Shares")
All of the up to 20,087 shares of Common Stock (the "Shares") of The
JPM Company ("JPM" or the "Company") will be sold by certain stockholders of the
Company (the "Selling Stockholders"). The Company will not receive any proceeds
from the sale of Shares by the Selling Stockholders. See "Selling Stockholders."
------------------------------
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------------
INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES CERTAIN RISKS. SEE
THE SECTION ENTITLED "RISK FACTORS."
------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF THE TIME SUBSEQUENT TO THE DATE HEREOF.
The date of this Prospectus is August 29, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission in
accordance with the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and may be available at the
following Regional Offices of the Commission: Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and New
York Regional Office, 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such materials can be obtained at prescribed rates from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The Company makes filings of reports, proxy
statements and other information pursuant to the Exchange Act with the
Commission electronically, and such materials may be inspected and copied at the
Commission's Web site (http://www.sec.gov). In addition, material filed by the
Company can be inspected at the offices of the Nasdaq Stock Market, 1735 K St.,
NW, Washington, DC 20006, on which the shares of Common Stock are listed.
The Company has filed with the Commission a Registration Statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete and, in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. Copies of the Registration Statement, including all exhibits thereto,
may be obtained from the Commission's principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission, or may be examined without
charge at the offices of the Commission described above.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1996, March 31, 1997, and June 30, 1997;
3. The Company's Current Reports on Form 8-K dated March 12, June
4, and August 29 1997;
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act
on April 29, 1996; and
5. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since September 30, 1996.
In addition, all reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such reports and documents. Any
statement contained herein or in a
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document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein (in the case of any statement in an
incorporated document filed with the Commission prior to the date of this
Prospectus) or in any other subsequently filed document that also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been incorporated by reference herein
(other than exhibits to such documents which are not specifically incorporated
by reference into such documents). Such requests should be directed to William
D. Baker, Vice President, Chief Financial Officer & Treasurer, The JPM Company,
Route 15 North, Lewisburg, Pennsylvania 17837; telephone: (717) 524-8200.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
AVAILABLE INFORMATION....................................................P-2
INCORPORATION OF DOCUMENTS BY REFERENCE..................................P-2
THE COMPANY..............................................................P-4
RECENT DEVELOPMENTS......................................................P-5
RISK FACTORS.............................................................P-5
USE OF PROCEEDS..........................................................P-8
SELLING STOCKHOLDERS.....................................................P-8
PLAN OF DISTRIBUTION.....................................................P-9
LEGAL MATTERS............................................................P-9
INDEMNIFICATION..........................................................P-10
</TABLE>
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The Company
The Company is a leading independent manufacturer of cable assemblies
and wire harnesses for original equipment manufacturers ("OEMs") in the
computer, networking and telecommunications sectors of the global electronics
industry. Its principal executive offices are located at Route 15 North,
Lewisburg, Pennsylvania, 17387 with a telephone number of (717) 524-8200. The
Company has operated continuously since 1949 and today manufactures a wide
spectrum of products which transfer power or transmit voice, data or video
within the OEMs equipment or to external connections. Principal applications of
the Company's products include computers, network bridges and routers,
self-service terminals (including automatic teller machines), PBX switching
equipment, cellular digital switching equipment, industrial electrical controls
and medical electronic equipment. By integrating its design and engineering
capabilities with its customers' product development activities, the Company
customizes its products to satisfy its customers' particular needs in a
price-competitive manner.
As a result of international expansion, the Company now has
manufacturing facilities in several important geographic markets. The North
American market is served by facilities in Lewisburg and Beaver Springs,
Pennsylvania, Winnsboro, South Carolina, and San Jose, California. With the
April 1995 acquisition of Electronica Pantera, S.A. de C.V. ("Pantera") located
in Guadalajara, Mexico (the "Guadalajara Facility"), the Company further
expanded its North American production operations. In June 1997, the Company
acquired all of the common stock of Denron, Inc. ("Denron"), which manufactures
cable assemblies and wire harnesses in San Jose, California (the "San Jose
Facility"). The San Jose Facility also has manufacturing services arrangements
with companies in Taipei, Taiwan and in the People's Republic of China. In
August 1997, the Company acquired the assets of Corma which has manufacturing
facilities in Bor, Czech Republic (the "Bor Facility") and a related
distribution facility in Leuchtenberg, Germany (the "Leuchtenberg Facility")
from Corma GmbH and Corma s.r.o. ("Corma"). Each of the Company's manufacturing
facilities is capable of producing the full range of the Company's products,
uses cross-trained teams working in cells or on continuous flow manufacturing
lines and introduces automation in as many production areas as possible.
Large international OEMs have historically outsourced the customized
cable assemblies and wire harnesses required to complete their products to
manufacturers such as the Company. Outsourcing and related manufacturing
opportunities are the result of the following interrelated trends: increased
supplier consolidation by OEM customers; substantial growth in demand for
electronic products accompanied by accelerated product development cycles and
shortened product life cycles; OEM inventory management programs requiring
suppliers to shorten manufacturing cycles and customize delivery programs;
increased use of electronic commerce reducing OEMs transaction costs and product
procurement cycles; increased OEM demands for high quality standards and ISO
certification; increased use of molded cable assemblies; and adoption of
standard protocols, interfaces and interconnect devices.
Key elements of the Company's business strategy to target these
manufacturing opportunities are to:
. focus on providing customers with the highest level of customer
service through teams comprised of sales, quality assurance,
engineering, purchasing and manufacturing personnel;
. enhance its relationships with existing OEM customers such as
Nortel, Compaq, IBM, Diebold, Hewlett-Packard and Lucent
Technologies by providing extensive support and value-added
services and features while maintaining flexible manufacturing
capabilities;
. create new relationships with large and mid-sized OEMs, such as
those recently established with Cisco Systems, Qualcomm,
Alcatel, Solectron and Symbios Logic;
. deliver local customized support for its customers through
multiple international points for sales, engineering,
manufacturing and distribution;
. increase manufacturing capabilities through multiple
international points for sales, engineering, manufacturing and
distribution;
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. capitalize on its independence from connector and wire
manufacturers by impartially selecting components integrated
into its products to satisfy more precisely and cost effectively
a customer's particular demands or requirements;
. emphasize continuous quality improvements in its ISO certified
manufacturing facilities; and
. introduce applied automation to increase productivity, shorten
manufacturing times, improve safety and increase product and
process reliability.
RECENT DEVELOPMENTS
Denron Acquisition. In June 1997, the Company merged with Denron, Inc.
a manufacturer of cable assemblies and wire harnesses in San Jose, California.
The merger of Denron provides the Company with an expanded customer base and
local manufacturing facilities to serve the growing number of West Coast
technology companies. As a result of its merger with Denron, the Company also
has manufacturing services arrangements with companies in Taipei, Taiwan and the
People's Republic of China providing the Company with multiple delivery points
in the Far East.
The Company issued 791,170 shares of Company Common Stock in exchange
for all of the outstanding common stock of Denron. The transaction was accounted
for as a pooling of interests.
Corma Acquisition. In August 1997, the Company acquired the assets of
Corma which has manufacturing facilities in Bor, Czech Republic and a related
distribution facility in Leuchtenberg, Germany from Corma. The acquisition of
the Bor Facility and the Leuchtenberg Facility provides additional ISO certified
facilities to the Company enabling it to support and expand the Company's
international customer base, including Interbold, the joint venture between IBM
and Diebold for ATM's in the European market.
RISK FACTORS
This Prospectus includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
that involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth below. The following risk
factors should be carefully considered before purchasing the Common Stock
offered hereby.
Reliance on Key Customers. Historically, relatively few customers have
accounted for a substantial portion of the Company's net sales and the Company
expects a significant portion of its future net sales to remain concentrated
within a limited number of customers. During the nine months ended June 30,
1997, sales to Diebold Incorporated ("Diebold"), Northern Telecom ("Nortel") and
International Business Machines ("IBM") accounted for 17%, 16%, and 14% of total
sales of the Company, respectively. In fiscal 1996, sales to Diebold and IBM
represented 18% and 15% of total sales of the Company, respectively. Because the
industry is currently undergoing supplier consolidation, it is possible that the
Company may lose one or more of its major customers as a result of such
consolidation. A significant decrease in business from, or the loss of, any of
its major customers would have a material adverse effect on the Company. In
addition, substantially all of the Company's sales to certain customers are
sales of components that customers incorporate into certain models or products
of their own. Decisions by such customers to emphasize certain models over
others or discontinue certain products may have a material adverse effect on the
Company. Although the Company regularly seeks to identify new key customers, the
development of such relationships with such customers is normally an extended
process which can take up to 18 months. Moreover, the start up of new programs
for new and existing customers can have an initial negative effect on
productivity and related gross margins.
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Dependence on Production Forecasts. A substantial portion of sales in a
given quarter depends upon obtaining orders for products to be manufactured and
shipped in the same quarter in which those orders are received. While the
Company monitors its customers' needs, it typically has a small backlog relative
to total sales, and a significant portion of its orders are placed on a
demand-pull basis for production and delivery within a few days. As a result,
the timing of revenue may be affected by increases or decreases in production
volume in response to fluctuations in customer demand, introduction of
replacement products by customers and balancing of customers' inventory to their
production requirements, all of which reflect the shortening product life cycles
inherent in the electronics industry.
Dependence on Key Personnel. The Company's success depends to a
significant extent on its key management and technical personnel, particularly
John H. Mathias, the Chief Executive Officer, and James P. Mathias, the Chief
Operating Officer. Certain members of senior management, including John and
James Mathias, are subject to employment agreements which are terminable by
either party upon thirty days prior written notice. Competition for employees
with requisite technical, management and other skills is intense. The loss of
any of the Company's existing key personnel or the inability to attract and
retain key employees in the future could have a material adverse effect on the
Company's financial condition and results of operations.
Management of Growth and Acquisitions. The Company is experiencing
significant growth and intends to continue to expand its operations. The
Company's net sales have increased from $41.4 million in fiscal 1994 to $85.5
million in fiscal 1996. Continued growth of the size and complexity of its
business is expected to continue to place strain on the Company's management,
production, technical, financial and other resources. To manage growth
effectively, the Company must add manufacturing capacity and personnel while
maintaining a high level of quality and manufacturing efficiency and must
continue to enhance its operational, financial and management systems,
successfully expand, train and manage its employee base and attract additional
executive management. There can be no assurance that the Company will be able to
continue its growth or manage such growth effectively and the failure to do so
could have a material adverse effect on the Company's business, financial
condition and results of operations.
In addition, the Company's future growth may depend in part upon its
success in identifying suitable new acquisitions. Although the Company believes
it has been successful in the cases of the Guadalajara Facility, the San Jose
Facility, the Bor Facility and the Leuchtenberg Facility, there can be no
assurance that the Company will be able to continue to identify, acquire or
profitably manage additional businesses or successfully integrate acquired
businesses, if any, into the Company without substantial costs, delays or other
operational or financial difficulties. Further, acquisitions may involve a
number of special risks, including adverse effects on the Company's operating
results, diversion of management's attention, failure to retain key personnel,
risks associated with unanticipated events and amortization of acquired
intangible assets, some or all of which could have a material adverse effect on
the Company's business, financial condition or results of operations. In
addition, if competition for acquisition candidates develops or increases, the
cost of acquiring businesses could increase materially. Unfavorable developments
at a single acquired company could have a material adverse impact on the
reputation and business of the Company as a whole. In addition, there can be no
assurance that acquired businesses, if any, will achieve anticipated revenues
and earnings. The inability of the Company to implement and manage its
acquisition strategy successfully may have an adverse effect on the business or
future prospects of the Company.
Risks Associated with International Sales and Operations. During the
past three years, the Company has added significant manufacturing operations in
Mexico and the Czech Republic. During that same time, the Company has added
important sales and distribution sites in Taipei, Taiwan, the People's Republic
of China and Germany. Sales and operations outside of the United States are
subject to certain inherent risks, including potential border crossing
difficulties, currency fluctuations, inflationary pressures, unexpected changes
in regulatory requirements, tariffs and barriers, changes in political climate,
difficulties in coordinating, managing and expanding foreign operations, labor
union issues, government-mandated compensation regulations, increases in
employee turnover and potentially adverse tax consequences. Any of the foregoing
could have a material adverse effect on the Company's
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business, financial condition and results of operations. In particular, although
the Company's international sales are primarily denominated in U.S. dollars,
portions of the Company's expenses are denominated in pesos and Deutsche Marks.
The Company is not currently engaging in hedging transactions to reduce this
risk. Currency exchange fluctuations in Mexico, Germany and other countries
where the Company does business could materially, adversely affect the Company's
business, financial condition and results of operations.
Dependence on Key Suppliers. During 1996, the Company estimates that
purchases of wire and cable and purchases of connectors represented
approximately 24% and 52%, respectively, of the Company's total material
purchases. During this period, the Company estimates it purchased approximately
45% and 32% of its wire and cable from NORDX/CDT Corp. ("NORDX") and Madison
Cable Corporation ("Madison"), respectively, and approximately 50% of its
connectors from AMP Incorporated ("AMP"). AMP competes with the Company in the
cable assembly and wire harness business and recently acquired Madison. In
addition, other Company suppliers may begin manufacturing cable assemblies and
wire harnesses and adversely affect the Company's business by directly competing
with the Company or by ceasing or delaying the sale of materials to the Company.
Although the Company believes that wire, cable and connectors are generally
available from several domestic and international sources, customers often
specify that the Company purchase these components from particular
manufacturers. Accordingly, the loss of or interruption in the supply from any
of the Company's key suppliers could materially, adversely affect the Company's
business, financial condition and results of operations.
Competition. The Company operates in an international market
characterized by intense competition. The Company competes with many other
firms, a number of which have substantially greater financial, management and
marketing resources than the Company. The Company believes that customers select
manufacturers of wire harnesses and cable assemblies primarily based on
competitive factors such as quality, production capacity, breadth of product
line, engineering support capability, price, local support capability, systems
support and financial strength. There can be no assurance that the Company will
be able to successfully compete in the future.
Proprietary Information and Technological Change. The Company believes
that its ability to compete with other manufacturers is dependent primarily on
its technical and design expertise and production processes and in part on its
ability to anticipate and respond to new technologies and applications and
incorporate such changes in its products and services. The Company relies on a
number of trade secrets and other unpatented proprietary information in its
operations. Although the Company seeks to protect proprietary information
through the use of confidentiality agreements, there can be no assurance that
this will prevent the unauthorized disclosure or use of the Company's technical
knowledge, practices and procedures. The Company currently holds no patents and
does not generally rely on patented technology. There can be no assurance that
others will not independently develop products similar to those of the Company,
duplicate the Company's products or obtain patents which will require the
Company to design around such patents, if such design is possible. No claims
have been asserted against the Company for infringement of the proprietary
rights of third parties. There can be no assurance, however, that third parties
will not assert infringement claims against the Company in the future.
Risk of Loss of ISO Certification. The Company is ISO certified at each
of its manufacturing locations. The ISO certification assures customers of
certain minimum manufacturing standards and thereby allows the Company to use a
single set of manufacturing standards for all processes and products, rather
than customizing manufacturing standards for each customer. The Company's
facilities are subject to periodic recertification to ensure continued
compliance with ISO standards which have continued to become more stringent.
Because the Company's customers have increasingly required their suppliers to be
so certified, a loss of this certification may materially affect the demand for
the Company's products, its relationship with its customers and the need to
customize manufacturing operations for each customer.
Variability of Quarterly Results. The Company's quarterly and annual
operating results have fluctuated significantly in the past, and may fluctuate
significantly in the future, depending upon a variety of factors, including the
timing of its customers' product life cycles; the Company's reliance on key
customers; the Company's management
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of growth and acquisitions; changes in pricing by the Company, its competitors,
customers or suppliers; the mix of products sold; possible disruptions of
operations caused by expanding existing facilities or moving into new facilities
or by extraordinary weather conditions such as the 1995-96 winter storms in the
Northeastern United States; political and economic stability in Mexico, Germany
and the Czech Republic; seasonal patterns of spending; manufacturing
inefficiencies associated with the start up of new products and the ability to
produce products in volume to meet customer requirements; and various
competitive factors including price-based competition and competition from
vendors employing other technologies. In addition, the Company is subject to the
same fluctuations in annual business cycles as its OEM customers.
Government Regulation. The Company is subject to a variety of foreign,
federal, state and local laws, rules and regulations relating to, among other
things, the health and safety of its work force, emissions to the air, discharge
to the waters and the generation, handling, storage and transportation of waste
and other materials. The Company believes that it is currently in compliance in
all material respects with such laws, rules and regulations. However, failure to
so comply could result in substantial liability to the Company, suspension or
cessation of the Company's operations, restrictions on the Company's ability to
expand at its present locations or requirements for the acquisition of
additional equipment or other significant expense.
Concentration of Stock Ownership; Anti-Takeover Protections. The
directors, executive officers and their respective affiliates beneficially own
approximately 54.1% of the outstanding Common Stock. Consequently, these
stockholders will be able to exercise significant influence over all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. This influence, together with applicable
statutory provisions under Pennsylvania law and certain measures included in the
Company's Amended and Restated Articles of Incorporation, including the ability
of the Board of Directors to issue one or more series of preferred stock without
shareholder approval and the election of directors in three classes on a
staggered basis, could deter or delay unsolicited changes in control of the
Company.
Limited Public Market; Possible Volatility of Stock Price. The Common
Stock has traded on the Nasdaq National Market since April 1996 and has a
limited public market history. There can be no assurance that future market
prices for the shares will equal or exceed the price to the public set forth on
the cover page of this Prospectus. The trading price of the Company's Common
Stock has been, and is likely to continue to be, highly volatile and could be
subject to wide fluctuations in response to quarterly fluctuations in operating
results; announcements of technological innovations or new products by the
Company or its competitors; changes in financial estimates by securities
analysts; fluctuations in economic and financial market conditions, or other
events or factors. In addition, the stock market has experienced significant
price and volume fluctuations that have particularly affected the market price
of equity securities of many high technology companies and that often have been
unrelated to the operating performance of such companies. These broad market
fluctuations may adversely affect the market price of the Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Reoffer Prospectus with respect to the Selling Stockholder. All of the
Shares to be sold by the Selling Stockholder represent shares which were
acquired by him on exercise of options issued under the 1993 Stock Option Plan.
The Company received the exercise price on such exercise but will not receive
any of the proceeds from the sale of such Shares. Based on information provided
by the Selling Stockholder, the Selling Stockholder owns less than one percent
(1%) of the Company's outstanding
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Common Stock prior to this offering. Beneficial ownership after the offering
will depend on the number of Shares sold by the Selling Stockholder; however,
assuming all Shares are sold, the Selling Stockholder will not beneficially own
any Shares after completion of the Offering.
<TABLE>
Shares Beneficially Shares Shares to be
Owned Prior Being Beneficially Owned
Name to Offering Offered After Offering(2)
- ---- ----------- ------- --------------
Number of Number of
Shares Percent Shares Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Michael Baer (1) 20,087 .29% 20,087 0 0%
</TABLE>
- -----------------------------------
(1) Michael Baer is a former manager of the Company who resigned in
January, 1997.
(2) Assuming all Shares offered pursuant to this offering are sold.
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholder may be effected from
time to time in transactions (which may include block transactions by or for the
account of the Selling Stockholder) in the over-the-counter market or in
negotiated transactions, through the writing of options on such Shares, a
combination of such methods of sale, or otherwise. Sales may be made at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated prices. The Company will receive no proceeds from the sale of the
Shares offered hereby by the Selling Stockholder. The Company, however, received
the exercise price upon the exercise of the options pursuant to which the
Selling Stockholder obtained the Shares.
The Selling Stockholder may effect such transactions by selling his
Shares directly to purchasers, through broker-dealers acting as agents for the
Selling Stockholder, or to broker-dealers who may purchase Shares as principals
and thereafter sell the Shares from time to time in the over-the-counter market,
in negotiated transactions, or otherwise. Such broker-dealers, if any, may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Stockholder and/or the purchasers for whom such broker-dealers may
act as agents or to whom they may sell as principals or both (which compensation
as to a particular broker-dealer may be in excess of customary commissions).
The Selling Stockholder and broker-dealers, if any, acting in
connection with such sale might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any commission received by
them and any profit on the resale of such Shares might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the Shares of Common Stock being offered by this
Prospectus will be passed upon for the Company and the Selling Stockholder by
Duane, Morris & Heckscher LLP, Harrisburg, Pennsylvania.
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INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions of its amended and restated Articles of
Incorporation and amended and restated By-laws, 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 of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following material is incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1996, March 31, 1997, and June 30, 1997;
3. The Company's Current Reports on Form 8-K dated March 12, June
4, and August 29 1997;
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act
on April 29, 1996; and
5. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since September 30, 1996.
In addition, all reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such reports and documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(in the case of any statement in an incorporated document filed with the
Commission prior to the date of this Prospectus) or in any other subsequently
filed document that also is incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been incorporated by reference herein
(other than exhibits to such documents which are not specifically incorporated
by reference into such documents). Such requests should be directed to William
D. Baker, Vice President, Chief Financial Officer & Treasurer, The JPM Company,
Route 15 North, Lewisburg, Pennsylvania 17837; telephone: (717) 524-8200.
Item 4. Description of Securities.
No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 1741 of the Pennsylvania Business Corporation Law (the "BCL")
provides that a corporation may indemnify any person, including officers and
directors, who are, or are threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person
II-1
<PAGE>
in connection with the action or proceeding, provided such officer, director,
employee or agent acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceedings, had no reasonable cause to believe his
or her conduct was unlawful. A Pennsylvania corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
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 or
her against expenses which such officer or director actually or reasonably
incurred.
The Amended and Restated Articles of Incorporation provide that no
director of the Company will be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liabilities related to a breach of fiduciary duty as a director if
such breach constitutes self-dealing, willful misconduct or recklessness.
However, such exoneration does not apply to any responsibility or liability
pursuant to a criminal statute or liability for the payment of taxes pursuant to
local, state or federal law.
The Company's Amended and Restated By-laws require the Company to
indemnify its directors and officers against expenses and certain other
liabilities arising out of their conduct on behalf of the Company to the maximum
extent and under all circumstances provided by law. In addition, the By-laws
authorize the Company to maintain liability insurance for its directors and
officers.
The Company provides liability insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of the Company up to an aggregate
of $1,000,000 inclusive of defense costs, expenses and charges.
At present, there is no pending litigation or proceeding, and the
Company is not aware of any threatened litigation or proceeding, involving any
director, officer, employee or agent where indemnification will be required or
permitted under the Company's Amended Articles and By-laws.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
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.
Item 7. Exemption from Registration Claimed.
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.
II-2
<PAGE>
Item 8. Exhibits.
4.1* The JPM Company 1993 Stock Option Plan
4.2** Specimen Certificate of Common Stock of the Company
4.3*** Registration Rights Agreement
5.1 Opinion of Duane, Morris & Heckscher LLP
23.1 Consent of Duane, Morris & Heckscher LLP (included in their
opinion to be filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1**** Power of Attorney
- ------------------------
* Previously filed on Registration Statement on Form S-8 on January
16, 1997 (Commission File No. 333-19885).
** Incorporated by reference from Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on February 9, 1996 (Commission File No. 333-1244).
*** Incorporated by reference from Registrant's Proxy Statement,
dated May 5, 1997, for a Special Meeting of Shareholders filed on
Schedule 14A with the Securities and Exchange Commission on May
5, 1997 (Commission File Number 000-28406).
**** Previously filed on page II-4 of the Registration Statement on
Form S-8 filed on January 16, 1997 (Commission File No.
333-19885).
Item 9. Undertakings.
The registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(b) that for purposes of determining any liability under the 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 offer thereof; and
(c) 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.
(d) The undersigned registrant 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in
II-3
<PAGE>
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 this Post-Effective Amendment No.1 to the Form
S-8 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lewisburg, Pennsylvania on August 28, 1997.
THE JPM COMPANY
By: /s/ John H. Mathias
-----------------------------------
John H. Mathias, Chairman of
the Board and Chief Executive Officer
By: /s/ William D. Baker
-----------------------------------
William D. Baker, Vice President,
Chief Financial Officer and Treasurer
II-5
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
4.1* The JPM Company 1993 Stock Option Plan
4.2** Specimen Certificate of Common Stock of the Company
4.3*** Registration Rights Agreement
5.1 Opinion of Duane, Morris & Heckscher LLP
23.1 Consent of Duane, Morris & Heckscher LLP (included in their opinion to be filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1**** Power of Attorney
</TABLE>
- --------------------------
* Previously filed on Registration Statement on Form S-8 on
January 16, 1997 (Commission File No. 333-19885).
** Incorporated by reference from Registrant's Registration
Statement on Form S-1 filed with the Securities & Exchange
Commission on February 9, 1996 (Commission File No. 333-1244).
*** Incorporated by reference from Registrant's Proxy Statement,
dated May 5, 1997, for a Special Meeting of Shareholders filed
on Schedule 14A with the Securities and Exchange Commission on
May 5, 1997 (Commission File Number 000-28406).
**** Previously filed on page II-4 of the Registration Statement on
Form S-8 filed on January 16, 1997 (Commission File No. 333-
19885).
<PAGE>
EXHIBIT (5)
OPINION OF DUANE, MORRIS & HECKSCHER LLP
<PAGE>
[LETTERHEAD OF DUANE, MORRIS & HECKSCHER LLP APPEARS HERE]
August 28, 1997
The Board of Directors of
The JPM Company
Route 15 North
Lewisburg, PA 19837
Gentlemen:
We have acted as counsel to The JPM Company (the "Company") and a
certain selling stockholder in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a post-effective amendment to the registration statement on Form S-8
(the "Registration Statement") relating to the reoffer and sale by the certain
selling stockholder of up to 20,087 shares (the "Shares") of Common Stock,
$.000067 par value, of the Company. The Shares were acquired by the selling
stockholder pursuant to the exercise of options granted to him under the
Company's 1993 Stock Option Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Plan, will be
duly authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Post-Effective
Amendment No. 1 to the Registration Statement.
Sincerely,
DUANE, MORRIS & HECKSCHER LLP
By: /s/ DUANE MORRIS & HECKSCHER LLP
--------------------------------
A Partner
<PAGE>
EXHIBIT (23)(B)
CONSENT OF PRICE WATERHOUSE LLP
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Commission File No.
333-19885) of our report dated November 14, 1996, except as to the pooling of
interests with Denron, Inc. which is as of June 4, 1997 appearing on page 10 of
The JPM Company's Current Report on Form 8-K to be dated August 29, 1997.
/s/ Price Waterhouse LLP
- -------------------------
PRICE WATERHOUSE LLP
Philadelphia, PA
August 27, 1997
