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As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROCKSHOX, INC.
----------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-039655
- --------------------------------- ------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
401 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
----------------------------------------
(Address of Principal Executive Offices)
AMENDED AND RESTATED RSx HOLDINGS, INC. 1996 STOCK OPTION PLAN
--------------------------------------------------------------
(Full Title of the Plan)
STEPHEN SIMONS
PRESIDENT
ROCKSHOX, INC.
401 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
(408) 435-7469
- --------------------------------------------------------------------------------
(Name and Address and Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
MICHAEL A. WORONOFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OF- PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED FERING PRICE PER SHARE(1)(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(3)
- -----------------------------------------------------------------------------------------------------------------------------
COMMON STOCK,
PAR VALUE $0.01 979,020
PER SHARE SHARES(4)(5) $15.00 $14,685,300 $5,064
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457 (h) under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of the initial public offering
price per share of Common Stock of ROCKSHOX, INC. ("Common Stock").
(2) Estimated for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: one-twenty-ninth (1/29) of one percent of the
Proposed Maximum Aggregate Offering Price of the shares registered hereby.
(4) Plus additional shares of Common Stock as may be issuable pursuant to the
antidilution provisions of the above-referenced plans.
(5) The number of shares being registered represents the number of shares that
may be sold pursuant to the above-referenced plans during the remainder of
1996 and subsequent years until a new Registration Statement becomes
effective.
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REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement are the
following documents filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Prospectus filed with the Commission under
Rule 424(b) under the Securities Act of 1933, as amended, on
September 27, 1996; and
(b) The description of the Registrant's common stock, par value
$.01 per share, set forth in the section entitled
"Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1, filed with the
Commission on July 12, 1996 (File No. 333-8069), including
any amendment or report filed for the purpose of updating
such information.
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,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein 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 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), a Delaware
corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses and liabilities
incurred by them in connection with any action, suit or proceeding to which
they are, or are threatened to be made, a party by reason of their serving
in those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
company, and with respect to any criminal action or proceeding, so long as
they had no reasonable cause to believe their conduct was unlawful. The
statute expressly provides that the power to indemnify authorized thereby
is not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Certificate of
Incorporation of the Registrant and Bylaws of the Registrant provide for
indemnification of present and former directors and officers of the
Registrant and persons serving as directors, officers, employees or agents
of other corporations or entities at the request of the Registrant, each to
the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 (relating to liability for unauthorized acquisitions or redemptions of,
or dividends on, capital stock) of the DGCL, or (iv) for any transactions
from which the director derived an improper personal benefit. The
Certificate of Incorporation of the Registrant contains such a provision.
The Registrant intends to obtain insurance for the protection of its
directors and officers against claims asserted against them in their
official capacities. The Registrant also intends to enter into
indemnification agreements with certain of its directors and officers
providing for the foregoing.
The preceding discussion of the Certificate of Incorporation of the
Registrant the Bylaws of the Registrant and the DGCL is not intended to be
exhaustive and is qualified in its entirety by reference to the complete
texts of the Certificate of Incorporation of the Registrant and the Bylaws
of the Registrant and to the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Form of Amended and Restated Certificate of
Incorporation of the Registration (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-8069)).
4.2 Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1
(File No. 333-8069)).
4.3 Specimen of common stock certificate of the Registrant
(incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form S-1 (File No. 333-8069)).
5. Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (included in
their opinion filed as Exhibit 5).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration
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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 registration
statement is on Form S-3 or Form S-8 and 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 Exchange Act 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 (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 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 San Jose, State of California, on this 27th day of
September, 1996.
ROCKSHOX, INC.
By: /s/ Charles E. Noreen Jr.
-----------------------------------------
Charles E. Noreen Jr.
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Charles E. Noreen, Jr. and Adam E. Max and each acting
alone, with full power of substitution, to file one or more amendments,
including post-effective amendments, to this registration statement, which
amendments may make such changes as Charles E. Noreen, Jr. and Adam E. Max and
each acting alone, deems appropriate, and each person whose signature appears
below, individually and in each capacity stated below, hereby appoints Charles
E. Noreen, Jr. and Adam E. Max and each acting alone, with full power of
substitution, as Attorney-in-Fact to execute his name and on his behalf to file
any such amendments to this registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John W. Jordan II Chairman of the Board
- ------------------------- of Directors September 27, 1996
John W. Jordan II
/s/ Stephen W. Simons President (Chief
- ------------------------- Executive Officer) September 27, 1996
Stephen W. Simons
/s/ Charles E. Noreen Jr. Chief Financial
- ------------------------- Officer (principal
Charles E. Noreen Jr. accounting officer) September 27, 1996
/s/ Paul Turner Vice President of
- ------------------------- Advanced Research September 27, 1996
Paul Turner and Director
/s/ Adam E. Max Director and
- ------------------------- Vice President September 27, 1996
Adam E. Max
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description Page No.
- ----------- ----------- --------
4.1 Form of Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No.
333- 8069)).
4.2 Form of Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-1
(File No. 333-8069)).
4.3 Specimen of common stock certificate of the Registrant
(incorporated by reference to Exhibit 4 to the
Registrant's Registration Statement on Form S-1
(File No. 333-8069)).
5. Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in their opinion filed as Exhibit 5).
24.1 Power of Attorney (included on the signature page
of this Registration Statement).
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Exhibit 5
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
Wilmington, Delaware 19801
September 27, 1996
ROCKSHOX, INC.
401 Charcot Avenue
San Jose, California 95131
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") that you intend to file with the Securities
and Exchange Commission (the "Commission") in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of 979,020
shares (the "Shares") of common sock, par value $.01 per share ("Common Stock"),
of ROCKSHOX, INC. (the "Company") to be issued by the Company under the Amended
and Restated RSx Holdings, Inc. 1996 Stock Option Plan (the "Plan").
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Plan, (ii) the Form of Amended and Restated Certificate of
Incorporation of the Company (the "Certificate") and the Form of Amended and
Restated Bylaws of the Company, (iii) copies of certain resolutions of the Board
of Directors of the Company and the Board of Directors of RSx Holdings, Inc., a
Delaware corporation and parent of the Company ("Holdings"), relating to, among
other things, the Plan, the Shares and the Registration Statement, (iv) drafts
of certain resolutions of the Board of Directors of Holdings relating to, among
other things, the Plan and the Shares (the "Draft Resolutions"), (v) the form of
specimen certificate representing the Common Stock and (vi) such other
documents, certificates and records as we have considered necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the legal capacity of all natural persons, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinion expressed herein, we have
relied upon oral or written
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statements and representations of officers and other representatives of
Holdings, the Company and others.
Members of our firm are admitted to the Bar in the State of Delaware
and we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that,
when (i) the Draft Resolutions are duly adopted by the Board of Directors of
Holdings, (ii) the Certificate has been duly executed and filed with the
Secretary of State of the State of Delaware, (iii) the options are validly
issued pursuant to the Plan and (iv) the certificates representing the Shares in
the form of the specimen thereof examined by us have been manually signed by an
authorized officer of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar, the Shares, when issued upon
exercise of options in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of RockShox, Inc. of our report dated May 21, 1996, except
for Note 14, as to which the date is September 25, 1996, on our audits of the
consolidated financial statements and the financial statement schedule of RSx
Holdings, Inc. as of December 31, 1994, and March 31, 1995 and 1996, and for
the years ended December 31, 1993 and 1994, the three-month period ended
March 31, 1995 and the year ended March 31, 1996, appearing in the Registration
Statement on Form S-1 (SEC File No. 333-8069).
COOPERS & LYBRAND L.L.P.
San Jose, California
September 27, 1996
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