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As Filed with the Securities and Exchange Commission on June 26, 1996
Registration Number 33-36670
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAVIN ELECTRONICS INC.
(Exact name of registrant as specified in its charter)
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New Jersey 22-3061278
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation
or organization)
c/o Gary B. Wolff, P.C.
747 Third Avenue
New York, New York 10017
Telephone: 212-644-6446
(Address of principal executive offices)
Savin Electronics Inc.
1996 Non-Statutory Stock Option Plan
(Full title of the Plan)
Gary B. Wolff, P.C.
747 Third Avenue
New York, New York 10017
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock
$.0001 par value 1,500,000 $2.75 $4,125,000 $1,422.42
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-K.
(b) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the year covered by the Form 10-K referred to in
(a) above.
(c) Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is 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
registration statement.
Item 4. Description of Securities.
The registrant is authorized to issue Fifteen Million (15,000,000) shares of
Common Stock. The par value of each of said shares is $.0001. All such shares
are of one class, which shares of Common Stock has full voting and dividend
rights but without cumulative voting rights or any pre-emptive rights.
Item 5. Interest of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Company provide for
indemnification of directors and officers and other corporate agents to the
fullest extent permitted pursuant to the laws of the State of New Jersey. The
Articles of Incorporation also limit the personal liability of the Company's
directors to the fullest extent permitted by the New Jersey Business Corporation
Act. The New Jersey Statutes contain provisions entitling directors and officers
of the Company to indemnification from judgments, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees, as a result of an
action or proceeding in which they may be involved by reason of being or having
been a director or officer of the Company, provided said officers or directors
acted in good faith.
Item 7. Exemption from Registration Claimed.
Not applicable
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Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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
thereto) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall 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) 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 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 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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is
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specifically incorporated by reference in the prospectus to provide
such interim financial information.
(h) 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 provisions
described in Item 6, 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.
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SIGNATURES
The Registrant. 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Petah Tikva, State of Israel on April 14, 1996.
Savin Electronics Inc.
/Meir Portnoy/
By: Meir Portnoy, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Date
/Meir Portnoy/ Apr. 14, 1996
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Meir Portnoy, President and Director
/Avi Pines/ Apr. 14 1996
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Avi Pines, Secretary-Treasurer
and Director
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Page in Sequential
Exhibit Index. Number system
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Consent and Opinion of Gary B. Wolff, P.C., 747 Third
Avenue, New York, New York 10017 regarding legality
of securities registered under this Registration
Statement and to the references to such attorney
in the Registration Statement on Form S-8 7
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23)A Consents of Almagor & Co. CPA (ISR) Certified
Public Accountants for the Company's wholly owned
subsidiary, for (i) years ended December 31, 1994
and 1993 and (ii) year ended December 31, 1995 8-9
(23)B Consent of Marvin Kirschenbaum Certified
Public Accountants for the Company for year
ended March 31, 1995 10
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
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ON LETTERHEAD
June 3, 1996
CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Gentlemen:
I am securities counsel to Savin Electronics Inc., a New Jersey corporation (the
"Company"). I have, in such capacity, examined and am familiar with the Articles
of Organization, as amended, and the By-laws of the Company, and have examined
the records of corporate proceedings. I have also examined and am familiar with
such other documents as I have considered necessary for rendering my opinion
hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock,
$.0001 par value, of the Company reserved for issuance under the Savin
Electronics Inc. 1996 Non-Statutory Stock Option Plan dated April 14, 1996,
will, when issued in accordance with the terms of such plan, be legally issued,
fully paid and nonassessable.
In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.
Very truly yours,
/Gary B. Wolff/
Gary B. Wolff
GBW:th
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ON LETTERHEAD
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Savin Electronics Inc. on Form S-8 and our report dated May 17,
1995 on our audit of the financial statements of Savin Electronics Inc. as
December 31, 1994 and 1993 and for the years then ended.
/BDO Almagor & Co./
BDO ALMAGOR & CO. CPA
Certified Public Accountants (ISR)
Ramat-Gan, Israel
April 14, 1996
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ON LETTERHEAD
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Savin Electronics Inc. on Form S-8 and our report dated May 14,
1996 on our audit of the financial statements of Savin Electronics Inc. as at
December 31, 1995.
/BDO Almagor & Co./
BDO ALMAGOR & CO. CPA
Certified Public Accountants (ISR)
Ramat-Gan, Israel
May 28, 1996
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ON LETTERHEAD
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Savin Electronics Inc. (formerly known as American Acquisition
Corporation) on Form S-8 and our report dated June 22, 1995 on our audit of the
financial statements of Savin Electronics Inc. as of year ended March 31, 1995.
MARVIN KIRSCHENBAUM
/Marvin Kirschenbaum/
Brooklyn, New York
April 17, 1996
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