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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Integrated Technology USA, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
22-3136782
(I.R.S. Employer Identification No.)
107 West Tryon Ave, Teaneck, New Jersey 07666
(Address of Principal Executive Offices) (Zip Code)
1. [1996 Stock Option Plan]
2. [Options granted outside of the above-referenced plan under
individual written compensation contracts with employees (as defined in General
Instruction A(1)(a) to Form S-8)]
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(Full Title of Plan)
Alan P. Haber
Integrated Technology USA, Inc.
107 West Tryon Ave
Teaneck, New Jersey, 07666
(Name and Address of Agent For Service)
(201) 837-8000
(Telephone Number, Including Area Code, of Agent for Service)
A copy of all communications, including communications sent to the agent for
service, should be sent to:
Joseph Ehrenreich, Esq.
Ehrenreich & Krause
1140 Avenue of the Americas
New York, N.Y. 10036
(212) 302-8050
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum Amount
Title of Price Aggregate of
Securities to Amount to Per Offering Registration
be Registered be Registered Share Price Fee
- -------------- -------------- ---------- --------- -------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.0 1 per share 779,166(1) $ 4.77(5) $3,716,622 $1,127
349,834(2) $ 1.38(5) $ 482,771 $ 147
352,401(3) $ 0.64(5) $ 225,537 $ 69
Total 1,481,401(4) $1,343
</TABLE>
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(1) The indicated shares represent shares that may be issued upon
exercise of stock options previously granted pursuant to the Registrant's 1996
Stock Option Plan.
(2) The indicated shares represent shares that may be issued upon
exercise of stock options that may hereafter be granted pursuant to the
Registrant's 1996 Stock Option Plan.
(3) The indicated shares represent shares that may be issued upon
exercise of stock options heretofore granted to employees (as defined in General
Instruction A(1)(a) to Form S-8) pursuant to individual written compensation
contracts or option agreements with the recipients of such options (and were not
granted under the Registrant's 1996 Stock Option Plan). Such options were
granted during the period October 1992 through January 1996 to the following
persons: Edward Abramson (options for 38,152 shares), Bernard Appel (options for
99,933 shares), Yaakov Blank (options for 2,092 shares), William Egert (options
for 11,410 shares), Alan Haber (options for 133,111 shares), Deena Haber
(options for 4,156 shares), Phil Haber (options for 5,346 shares), Chana Hoffman
(options for 2,092 shares), Simon Kahn (options for 33,321 shares), Carol Haber
(options for 2,092 shares), Deborah Katz (options for 6,502 shares), Gregory
Lerner (options for 2,092 shares), Betsy Mehlman (options for 3,924 shares),
Alan Newman (options for 3,994 shares), Meryl Resnicoff (options for 2,092
shares) and Anatoly Shapochnikov (options for 2,092 shares).
(4) This Registration Statement also registers an indeterminate number
of shares of Common Stock which may become issuable pursuant to the antidilution
provisions of the plans to which this Registration Statement relates.
(5) Calculated solely for the purpose of determining the registration
fee based upon the average of the assumed offering prices of the shares
determined pursuant to Rules 457(h). In the case of shares purchasable upon
exercise of outstanding options, such assumed offering price is the exercise
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price provided for in the relevant option. In the case of shares purchasable
upon exercise of options that may hereafter be granted, such assumed offering
price is $1.38, the average of the high and low sales price of the Company's
Common Stock, as quoted on the American Stock Exchange, on June 16, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
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As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I will be
delivered to the participants in the plans covered by this Registration
Statement (the "Plans") as required by Rule 428(b) promulgated under the
Securities Act of 1933, as amended. Such documents are not being filed with the
Securities and Exchange Commission as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.
I-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, Integrated Technology USA,
Inc., a Delaware corporation (the "Company"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement.
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996, and the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997.
2. The Company's Report on Form 8-K dated May 11, 1997.
3. The Company's definitive proxy statement dated April 24, 1997,
relating to its 1997 Annual Meeting of Stockholders.
4. The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A dated September 5, 1996, filed under the
Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all then remaining unsold, shall be
deemed to be incorporated by reference in this 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 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 registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock registered hereby have been
passed upon for the Company by Ehrenreich & Krause,
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1140 Avenue of the Americas, New York, New York 10036.
Item 6. Indemnification of Directors and Officers.
Pursuant to specific authority granted by Section 102 of the Delaware
General Corporation Law (the "DGCL"), the Registrant's Certificate of
Incorporation contains the following provision regarding limitation of liability
of directors and officers:
A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, except for liability (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 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director shall be eliminated or
limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
The Registrant, as a Delaware corporation, is empowered by Section 145 of
the DGCL, subject to the procedures and limitation stated therein, to indemnify
any person against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his being or having been a director,
officer, employer or agent of the Registrant. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.
The Company has obtained directors' and officers' liability insurance. Such
insurance may insure against any liability asserted against any present or past
director or officer incurred in the capacity of director or officer arising out
of such status, whether or not the Company would have the power to indemnify
such person.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit Number and Exhibit
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5.1 Opinion of Ehrenreich & Krause
23.1 Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
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
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 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
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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 and 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, hereunto
duly authorized, in New York, New York, on the 9th day of June, 1997.
Integrated Technology USA, Inc.
By: Alan P. Haber
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Alan P. Haber
President and Chief Executive Officer
Alan P. Haber
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Alan P. Haber
Chairman of the Board; President; Chief Executive Officer and
Director (Principal Executive Officer)
June 9, 1997
Barry L. Eisenberg
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Barry L. Eisenberg, Director
June 9, 1997
Simon Kahn
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Simon Kahn, Chief Financial Officer and Director (Principal
Financial and Principal Accounting Officer)
June 9, 1997
Bernard S. Appel
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Bernard S. Appel, Director
June 10, 1997
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Nicole R. Kubin, Director
June , 1997
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Morton L. Landowne
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Morton L. Landowne, Director
June 13, 1997
Morris J. Smith
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Morris J. Smith, Director
June 12, 1997
William Spier
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William Spier, Director
June 17, 1997
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Exhibit Number and Exhibit
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5.1 Opinion of Ehrenreich & Krause
23.1 Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
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Exhibit 5.1
June 17, 1997
Integrated Technology USA, Inc.
107 West Tryon Avenue
Teaneck, NJ 07666
Re: Registration Statement on Form S-8
Relating to 1,481,401 Shares of Common Stock
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Gentlemen:
You have requested our opinion in connection with the
above-referenced registration statement (the "Registration Statement") relating
to up to 1,481,401 shares of Common Stock, par value $.01 per share, of
Integrated Technology USA, Inc. (the "Company") that may from time to time be
sold by the Company upon exercise of options that have been, or may hereafter
be, granted pursuant to the plans and compensation contracts referenced in the
Registration Statement. Such shares are referred to as the "Option Shares."
We have reviewed copies of the Amended and Restated
Certificate of Incorporation of the Company, the By-laws of the Company, the
Registration Statement and exhibits thereto and have examined such corporate
documents and records and other certificates, and have made such investigations
of law, as we have deemed necessary in order to render the opinion hereinafter
set forth. As to certain questions of fact material to our opinion, we have
relied upon the certificate of an officer of the Company and upon certificates
of public officials.
Based upon and subject to the foregoing, we are of the opinion
that the Option Shares, when issued and paid for in accordance with the terms of
the applicable plan and any applicable stock option or other agreement governing
the issuance of such shares, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement and to
the use of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Ehrenreich & Krause
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 1997 appearing in the
Annual Report of Integrated Technology USA, Inc. on Form 10-KSB for the year
ended December 31, 1996.
Price Waterhouse LLP
New York, New York
June 16, 1997
