AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 16, 1998
====================================================================
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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GENERAL BEARING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2796245
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
44 HIGH STREET
WEST NYACK, NEW YORK 10994
(ADDRESS, INCLUDING ZIP CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GENERAL BEARING CORPORATION
1996 STOCK OPTION AND PERFORMANCE PLAN
(FULL TITLE OF THE PLAN)
JOHN E. STEIN, ESQ.
GENERAL COUNSEL
GENERAL BEARING CORPORATION
44 HIGH STREET
WEST NYACK, NEW YORK 10994
(914) 358-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE(1)
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Common stock,
par value 500,000
$.01 . . . . shares $15.4375 $7,718,750 $2,277.03
======================================================================
(1) Calculated in accordance with Rule 457(h) of the General
Rules and Regulations under the Securities Act of 1933.
=====================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1
Plan Information*
ITEM 2
Registrant Information and Employee Plan Annual Information*
-----------------
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement
in accordance with Rule 428 under the Securities Act of 1933,
as amended, and the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference
in the Registration Statement.
1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996;
2) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 27, 1997;
3) The description of the Common Stock which is contained in
the Registrant's Form 8-A, filed on January 24, 1997
under Section 12(g) of the Securities Exchange Act of
1934, as amended, including any amendments or reports
filed for the purpose of updating such description.
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, 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 respective dates of filing of such
documents.
ITEM 4 DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSELS
---------------------------------------
Not applicable.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
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ARTICLE IX OF THE CERTIFICATE OF INCORPORATION PROVIDES THAT:
"The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or complete action, suit or proceeding, whether civil,
criminal, administrative or investigative, or by or in the right
of the corporation to procure judgment in its favor, by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, in accordance with and to the full extent
permitted by statute. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation as authorized in this section.
The indemnification provided by this section shall not be deemed
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<PAGE>
exclusive of any other rights to which those seeking
indemnification may be entitled under this Certificate of
Incorporation or any agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person."
ARTICLE X OF THE COMPANY'S BY-LAWS PROVIDES THAT:
"Any person made or threatened to be made a party to or
involved in any action, suit or proceeding, whether civil or
criminal, administrative or investigative (hereinafter,
"proceeding") by reason of the fact that he, his testator or
intestate, is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be
amended (but in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) against all
expense, loss and liability (including, without limitation,
judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees), actually and necessarily
incurred or suffered by him in connection with the defense of or
as a result of such proceeding, or in connection with any appeal
therein. The Corporation shall have the power to purchase and
maintain insurance for the indemnification of such directors,
officers and employees to the full extent permitted under the
laws of the State of Delaware from time to time in effect. Such
right of indemnification shall not be deemed exclusive of any
other rights of indemnification to which such director, officer
or employee may be entitled.
The right to indemnification conferred in this By-Law shall be
a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
--------
however, that if the General Corporation Law of the State of
-------
Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or
officer (and not in any other capacity in which services were or
are rendered by such person while a director or officer,
including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding, shall
be made only upon delivery to the Corporation of an undertaking
by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this
By-Law or otherwise."
STATUTORY:
Generally, DGCL Section 145 authorizes Delaware corporations,
under certain circumstances, to indemnify their officers and
directors against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of any suit brought
against them in their capacity as a director or an officer, if
they acted in good faith and in 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 proceeding, if they
had no reasonable cause to believe their conduct was unlawful. A
director or officer may also be indemnified against expenses
incurred in connection with a suit by or in the right of the
corporation if such director or officer acted in good faith and
in a manner reasonably believed by him 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.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
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<PAGE>
ITEM 8 EXHIBITS
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The following Exhibits are filed as part of this Registration
Statement:
4(a) The 1996 Stock Option and Performance Award Plan.
Incorporated by reference to Exhibit 10.9 to Amendment
No. 2 to the Registration Statement on Form S-1
(Registration No. 333-15477)
5 Opinion of Reid & Priest LLP.
23(a) Consent of BDO Seidman, LLP.
23(b) Consent of Ferro, Berdon & Company, L.L.P.
23(c) Consent of Reid & Priest LLP (included in Exhibit 5).
24 Power of Attorney (see page II-5).
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,
represents 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)(l)(i) and (A)(l)(ii),
-------- -------
above, 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 the 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) 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.
(3) 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.
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
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<PAGE>
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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<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 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
Town of West Nyack, State of New York on January 16, 1998.
GENERAL BEARING CORPORATION
By: /s/ David L. Gussack
-----------------------
David L. Gussack
President
(Principal Executive
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L. Gussack
and John E. Stein, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to act, without the other, for him and in his
name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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<PAGE>
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.
SIGNATURE DATE
/s/ Seymour I. Gussack January 16, 1998
-----------------------------
Seymour I. Gussack
Chairman of the Board of
Directors
/s/ David L. Gussack January 16, 1998
-----------------------------
David L. Gussack
Director
President
/s/ Christopher Moore January 16, 1998
-----------------------------
Christopher Moore
Vice President/Finance
(Principal Financial and
Accounting Officer)
/s/ Jerome Johnson January 16, 1998
-----------------------------
Jerome Johnson
Director
/s/ Robert E. Baruc January 16, 1998
-----------------------------
Robert E. Baruc
Director
/s/ Nina M. Gussack January 16, 1998
-----------------------------
Nina M. Gussack
Director
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<PAGE>
EXHIBIT INDEX
Exhibit Description
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5 Opinion of Reid & Priest LLP.
23(a) Consent of BDO Seidman, LLP.
23(b) Consent of Ferro, Berdon & Company, L.L.P.
23(c) Consent of Reid & Priest LLP (included in Exhibit 5).
24 Power of Attorney (see page II-5).
Exhibit 5
REID & PRIEST LLP
40 West 57th Street
New York, NY 10019
Telephone 212 603-2000
Fax 212 603-2001
New York, New York
January 16, 1998
General Bearing Corporation
44 High Street
West Nyack, New York 10994
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to General Bearing
Corporation, a Delaware corporation (the "Registrant"), in
connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration
Statement"), with respect to the registration under the
Securities Act of 1933, as amended (the "Act"), of 500,000
shares of the Registrant's common stock, $.01 par value per
share (the "Shares"), issuable upon the exercise of options
(the "Options") granted or to be granted pursuant to the
Company's 1996 Stock Option and Performance Award Plan (the
"Plan").
For purposes of this opinion we have examined the
Registration Statement and the Prospectus, the Certificate
of Incorporation and the By-Laws of the Registrant, the
Plan and such other documents, records, agreements,
proceedings and legal matters as we have deemed necessary
to examine. With respect to any documents, records or
agreements (collectively, the "Documents") that we have
examined, we have assumed the genuineness of all signatures
on, and the authenticity of, all Documents submitted to us
as originals, and the conformity to the originals of all
Documents submitted to us as certified or photostatic
copies.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
<PAGE>
General Bearing Corporation
January 16, 1998
Page 2
1. The Registrant is a corporation duly
incorporated, validly existing and in good standing under
the laws of the State of Delaware.
2. The Shares included in the Registration
Statement that are to be issued upon the exercise of the
Options granted or to be granted pursuant to the Plan will
be duly authorized and validly issued, and fully paid and
non-assessable when the Options shall have been properly
exercised and the exercise price shall have been paid for
the Shares in accordance with the terms of the Plan.
We are members of the Bar of the State of New
York and do not hold ourselves out as experts concerning,
or qualified to render opinions with respect to, any laws
other than the laws of the State of New York and the
federal laws of the United States of America.
We hereby consent to the filing of this opinion
with the Commission as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Reid & Priest LLP
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
----------------------------
General Bearing Corporation
West Nyack, New York
We hereby consent to the incorporation by reference in the
Registration Statement of General Bearing Corporation on Form S-8
of our reports dated March 21, 1997, relating to the consolidated
financial statements and schedule of General Bearing Corporation
appearing in the Company's Annual Report on Form 10-K for the year
ended December 28, 1996.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
January 16, 1998
New York, New York
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this
Registration Statement of General Bearing Corporation of our
report dated March 24, 1995 appearing in the Annual Report on
Form 10-K of General Bearing Corporation for the year ended
December 28, 1996.
FERRO, BERDON & COMPANY, L.L.P.
January 14, 1998
