As Filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ROYAL PRECISION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1453896
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
15170 N. Hayden Road, Suite 1, Scottsdale, AZ 85260
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(Address of Principal Executive Offices) (Zip Code)
Royal Precision, Inc. 1997 Stock Option Plan
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(Full Title of the Plan)
Kenneth J. Warren, Esq
5920 Cromdale Drive, Suite 1
Dublin, OH 43017
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(Name and Address of Agent for Service)
614-766-1960
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Telephone Number, Including Area Code, of Agent For Service.
With a copy to:
Samuel C. Cowley, Esq.
C/o Snell & Wilmer
One Arizona Center
Phoenix, AZ 85004
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee(2)
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Common Stock, $.001 par value 750,000 $2.14 $1,605,000 $423.72
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(1) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933 (the "Securities Act"), on the basis of the average of the high and
low prices of shares of common stock as of October 4, 2000.
(2) Pursuant to Rule 429 of the rules and regulations under the Securities Act,
this Registration Statement contains a combined prospectus relating to the
750,000 shares registered hereby, the 750,000 shares registered on October
30, 1998, pursuant to Registration Statement No. 333-66381. The previously
paid filing fees associated with referenced securities under this
Registration Statement are $881.35.
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EXPLANATORY NOTE
This Registration Statement relates to the amendment of the Royal Precision,
Inc. 1997 Stock Option Plan (the "Plan"). The Plan has been amended to increase
the number of shares of common stock authorized to be issued thereunder from
750,000 shares to 1,500,000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and 2,
have been delivered to employees in accordance with Form S-8 and Securities Act
Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents below are incorporated by reference in this registration
statement; and all documents subsequently filed by Royal Precision, Inc., a
Delaware corporation (the "Registrant") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
(a) Annual Report on Form 10-K for the Registrant's fiscal year ended May
31, 2000 (Commission File No. 000-22889).
(1) Prospectus dated August 18, 1997 (Registration Statement No.
333-28841), filed by Registrant pursuant to Rule 424(b) of the
Securities Act of 1933.
(b) All other reports, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant document referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such
description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock of the Registrant issuable under the Plan
will be passed upon for the Registrant by Kenneth J. Warren, Esq., Dublin, Ohio.
Mr. Warren is the beneficial owner of 364,995 shares of Registrant's Common
Stock. The Registrant paid legal fees of $168,000 to Mr. Warren during the
fiscal year ended May 31, 2000.
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") provides that directors and officers of Delaware corporations
are entitled, under certain circumstances, to be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors and officers may also be indemnified against expenses
(including attorneys' fees) incurred by them in connection with a derivative
suit if they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.
Article V of the Registrant's By-laws has provisions requiring the
Registrant to indemnify its officers, directors, employees and agents which are
in substantially the same language as Section 145.
Article Nine, section (b), of the Registrant's Amended and Restated
Certificate of Incorporation further provides that no director will be
personally liable to the Registrant or its stockholders for monetary damages or
for any breach of fiduciary duty except for acts or omissions not in good faith
or involving intentional misconduct or a knowing violation of law, pursuant to
Section 174 of the Delaware General Corporation Law (which imposes liability in
connection with the payment of certain unlawful dividends, stock purchases or
redemptions), or any amendment or successor provision thereto, or for any
transaction from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration Statement:
(4) Instruments Defining the Rights of Security Holders.
4.1 See Articles FOUR, FIVE and SEVEN of the Amended and Restated
Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to Registrant's Form 10-QSB for the
quarter ended November 30, 1999).
4.2 See Article I, Sections 2.1 and 2.2 of Article II and Section 7.3
of Article VII of the By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 to Form S-4, No. 333-28841).
(5) Opinion re Legality.
5.1 Opinion of Kenneth J. Warren, Esq.
(23) Consents of Experts and Counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kenneth J. Warren, Esq. is set forth as part of
Exhibit 5.1 above.
(24) Powers of Attorney.
24.1 Powers of Attorney.
24.2 Certified copy of resolution of Registrant's Board of Directors
authorizing officers and directors signing on behalf of the
Registrant to sign pursuant to a power of attorney.
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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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
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 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.
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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 Scottsdale, State of Arizona, this 6th day of
October, 2000.
ROYAL PRECISION, INC.
(Registrant)
By: /s/ Thomas A. Schneider
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Thomas A. Schneider
President
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 October 6, 2000.
Signature Title
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/s/ Thomas A. Schneider Director, President, Chief Operating Officer
----------------------------- (principal executive officer)
Thomas A. Schneider
/s/ Kevin L. Neill* Vice President - Finance, Chief Financial
----------------------------- Officer (principal accounting officer)
Kevin L. Neill
/s/ Richard P. Johnston* Director, Chairman of the Board
-----------------------------
Richard P. Johnston
/s/ Charles S. Mechem, Jr.* Director
-----------------------------
Charles S. Mechem, Jr.
/s/ Raymond J. Minella* Director
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Raymond J. Minella
/s/ Danny Edwards* Director, Vice Chairman of the Board
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Danny Edwards
/s/ David E. Johnston* Director
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David E. Johnston
* Thomas A. Schneider, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a Power of Attorney duly
executed by such person.
By: /s/ Thomas A. Schneider
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Thomas A. Schneider, Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1. See Articles FOUR, FIVE and SEVEN of the Amended and Restated
Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to Registrant's Form 10-QSB for the quarter
ended November 30, 1999).
4.2. See Article I, Sections 2.1 and 2.2 of Article II and Section 7.3 of
Article VII of the By-Laws of Registrant (incorporated by reference to
Exhibit 3.2 to Form S-4, No. 333-28841).
5.1. Opinion of Kenneth J. Warren, Esq., as to the validity of the Common
Stock being registered hereunder.
23.1. Consent of Arthur Andersen LLP.
23.2. Consent of Kenneth J. Warren, Esq., is set forth as part of Exhibit 5.1
above.
24.1. Powers of Attorney.
24.2. Certified copy of resolution of Registrant's Board of Directors
authorizing officers and directors signing on behalf of the Registrant
to sign pursuant to a power of attorney.
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