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As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNSOURCE INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2874736
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3000 One Logan Square
Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
SunSource Inc. Stock Compensation Plan for Non-Employee Directors
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(Full title of the plan)
Joseph M. Corvino
Vice President - Finance , Chief Financial Officer,
Treasurer and Secretary
SunSource Inc.
3000 One Logan Square
Philadelphia, Pennsylvania 19103
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(Name and address of agent for service)
(215) 282-1290
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(Telephone number, including area code, of agent for service)
Copies to:
Donald A. Scott, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C> <C>
Common Stock, $.01 75,000 $28.5625 $2,142,187 $ 632
par value
</TABLE>
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(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, based
upon the average of the high and low sales prices of the Company's Common
Stock, as reported on the New York Stock Exchange Composite Tape on May 14,
1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by SunSource Inc. (the "Registrant" or
the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this registration statement
by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998.
3. The description of the Registrant's shares of Common Stock, $.01 par
value (the "Common Shares"), contained in the Registration Statement on Form
8-A, filed by the Registrant with the Securities and Exchange Commission to
register such securities under the Securities Exchange Act of 1934 (the
"Exchange Act"), and any amendment to such Registration Statement filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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 a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Donald A. Scott, a partner in Morgan, Lewis & Bockius LLP which is
passing upon the validity of the Common Shares, is a director of the Registrant
and beneficially owns 2,250 Common Shares.
Item 6. Indemnification of Directors and Officers.
The Company's By-laws contain provisions permitted by the Delaware
General Corporation Law (under which the Company is organized) that provide that
directors and officers will be indemnified by the Company to the fullest extent
permitted by law for all losses that may be incurred by them in connection with
any action, suit or proceeding in which they may become
<PAGE>
involved by reason of their service as a director or officer of the Company. In
addition, the Company's Certificate of Incorporation contains provisions
permitted by the Delaware General Corporation Law that limit the monetary
liability of directors of the Company for certain breaches of their fiduciary
duty, and its By-laws provide for the advancement by the Company to directors
and officers of expenses incurred by them in connection with a proceeding of a
type to which the duty of indemnification applies. The Company maintains
directors' and officers' liability insurance to insure its directors and
officers against certain liabilities incurred in their capacity as such,
including claims based on breaches of duty, negligence, error and other wrongful
acts. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
4 Rights Agreement between the Company and Registrar and Transfer
Company (incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-4 (No. 333-19077)).
5 Opinion of Morgan, Lewis & Bockius LLP.
10 SunSource Inc. Stock Compensation Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.2 to the Company's Report
on Form 10-Q for the quarterly period ended March 31, 1998).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
24 Power of Attorney (contained on 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;
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(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)(l)(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 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 AND POWER OF ATTORNEY
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 Philadelphia, Pennsylvania on May 20, 1998.
SUNSOURCE INC.
By: /s/ Joseph M. Corvino
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Joseph M. Corvino
Vice President - Finance
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph M. Corvino and John J. Dabrowski,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 fully 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 their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Donald T. Marshall Chairman and Chief Executive Officer May 20, 1998
- ----------------------- (Principal Executive Officer) and
Donald T. Marshall Director
/s/ Joseph M. Corvino Vice President-Finance, Chief Financial May 20, 1998
- ---------------------- Officer, Treasurer and Secretary
Joseph M. Corvino (Principal Financial Officer)
/s/ John J. Dabrowski Controller (Principal Accounting Officer) May 20, 1998
- -------------------------
John J. Dabrowski
</TABLE>
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/s/ O. Gordon Brewer, Jr. Director May 20, 1998
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O. Gordon Brewer, Jr.
/s/ Norman V. Edmonson Director May 20, 1998
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Norman V. Edmonson
/s/ Arnold S. Hoffman Director May 20, 1998
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Arnold S. Hoffman
/s/ Robert E. Keith, Jr. Director May 20, 1998
- ------------------------------
Robert E. Keith, Jr.
/s/ John P. McDonnell Director May 20, 1998
- --------------------------
John P. McDonnell
/s/ Donald A. Scott Director May 20, 1998
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Donald A. Scott
<PAGE>
SUNSOURCE INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
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Exhibit No.
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4 Rights Agreement between the Company and Registrar and Transfer Company
5 Opinion of Morgan, Lewis & Bockius LLP
10 SunSource Inc. Stock Compensation Plan for Non-Employee Directors
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)
24 Power of Attorney (contained on signature page of this Registration
Statement)
<PAGE>
Exhibit 5
Morgan, Lewis & Bockius LLP
Counselors at Law
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
Telephone: (215) 963-5000
Fax: (215) 963-5299
May 20, 1998
SunSource Inc.
3000 One Logan Square
Philadelphia, PA 19103
Re: SunSource Inc.
Registration Statement on Form S-8 Relating to the SunSource Inc.
Stock Compensation Plan for Non-Employee Directors
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Ladies and Gentlemen:
We have acted as counsel to SunSource Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 75,000 shares of the Company's common stock, par value $.01 per
share (the "Common Shares"), issuable under the SunSource Inc. Stock
Compensation Plan for Non-Employee Directors (the "Plan"). We have examined such
certificates, records, statutes and other documents as we have deemed relevant
in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination, we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the Common Shares issuable under
the Plan will be, when issued in accordance with the terms of the Plan, validly
issued, fully paid and nonassessable shares of Common Stock.
The opinion set forth above is limited to the Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 29, 1998, except for Note 22 as to which
the date is February 5, 1998, on our audits of the consolidated financial
statements of SunSource Inc. as of December 31, 1997 and 1996 and for the years
ended December 31, 1997, 1996 and 1995, which report is included in SunSource
Inc.'s 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
May 18, 1998
