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As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. 333-_______
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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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ORBIT/FR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2874370
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
ORBIT/FR, INC.
506 PRUDENTIAL ROAD
HORSHAM, PENNSYLVANIA 19044
(Address of Principal Executive Offices)
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ORBIT/FR, INC.
1997 EQUITY INCENTIVE PLAN
(Full title of the Plan)
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ZEEV STEIN
CHAIRMAN
ORBIT/FR, INC.
506 PRUDENTIAL ROAD
HORSHAM, PENNSYLVANIA 19044
(Name and Address of Agent for Service)
(215) 674-5100
(Telephone number, including area code of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================ =========================== ======================== =========================== =====================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
============================ =========================== ======================== =========================== =====================
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 800,000 $1.84 $1,472,000 $409
============================ =========================== ======================== =========================== =====================
</TABLE>
(1) Pursuant to Rule 457(h), based upon the average of the bid and ask prices
of the Common Stock reported on the Nasdaq National Market on May 3, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Orbit/FR, Inc. (the
"Registrant") 1997 Equity Incentive Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof) a Prospectus that
meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant shall furnish without charge to each person to
whom the Prospectus is delivered, on the written or oral request of such person,
a copy of any and all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to Orbit/FR, Inc., 506 Prudential Road, Horsham, PA 19044, Attention:
William A. Torzolini, Vice President, Finance and Chief Financial Officer,
telephone number: (215) 674-5100.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Registrant and the Plan hereby incorporate by reference in
this Registration Statement the following documents:
(a) Registrant's Annual Report on Form 10-K, as amended
by the Company's Form 10-K/A, for the fiscal year
ended December 31, 1998;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") since the
end of the fiscal year covered by the Annual Report
on Form 10-K, as amended by the Company's Form
10-K/A, referred to in (a) above; and
(c) The description of the Company's Common Stock, which
is incorporated by reference from the Company's
Registration Statement on Form 8-A filed under the
Exchange Act with the Commission on May 19, 1997,
including all amendments or reports filed for the
purpose of updating such description.
All reports and other documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date hereof, 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 hereunder,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents.
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
or therein by reference.
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 Delaware General Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by third parties and in
connection with actions or suits by or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees and
agents, against expenses (including attorneys' fees) and, in the case of
actions, suits or proceedings brought by third parties, against judgments, fines
and amounts paid in settlement actually and reasonably incurred in any such
action, suit or proceeding.
The Company's Bylaws also provide for indemnification to the fullest
extent permitted by the Delaware General Corporation Law. Reference is made to
the Bylaws of the Company.
As permitted by the Delaware General Corporation Law, the Company's
Amended and Restated Certificate of Incorporation eliminates the personal
liability of its directors to the Company and its stockholders, in certain
circumstances, for monetary damages arising from a breach of the director's
fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIM
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Exhibit Number Description
- -------------- -----------
4 Orbit/FR, Inc. 1997 Equity Incentive Plan
(incorporated by reference to the Company's
Registration Statement on Form S-1 (File No.
333-25015) filed with the Securities and Exchange
Commission on April 11, 1997.
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit
5).
24 Power of Attorney (included on the Signature Page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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, as amended;
(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 paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or 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, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the
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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
Securities 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, 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 Horsham, Pennsylvania on the date indicated.
ORBIT/FR, INC.
Date: May 7, 1999 By: /s/ Zeev Stein
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Zeev Stein, Chairman and Acting
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Zeev Stein and William A.
Torzolini and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution or resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this Form
S-8 and other registration statements related to this Form S-8 by virtue of
General Instruction E thereto, and to file the same, with all exhibits thereto,
and other documentation in connection therewith, with the Commission, granting
unto said attorney-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, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the 7th day of May, 1999.
Name Title
- ---- -----
/s/ Zeev Stein
- ------------------------------ Chairman of the Board of Directors
Zeev Stein and Acting Chief Officer
(principal executive officer)
/s/ William A. Torzolini
- ------------------------------ Vice President, Finance and Chief
William A. Torzolini Financial Officer (principal
accounting and financial officer)
/s/ Shimon Alon
- ------------------------------ Director
Shimon Alon
/s/ Irwin L. Gross
- ------------------------------ Director
Irwin L. Gross
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EXHIBIT INDEX
Exhibit Numbers Description
- --------------- -----------
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Ernst & Young LLP.
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EXHIBIT 5
[LETTERHEAD OF PEPPER HAMILTON LLP]
May 7, 1999
Orbit/FR, Inc.
506 Prudential Road
Horsham, PA 19044
Re: Orbit/FR, Inc. Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Orbit/FR, Inc. (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the
offer and sale of up to 800,000 shares of common stock, par value $0.01 per
share (the "Common Stock") by the Company pursuant to the Company's 1997 Equity
Incentive Plan (the "Plan"). This opinion is furnished pursuant to the
requirements of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company
in connection with certain matters referred to us by it, our services are
limited to the specific matters so referred. Consequently, we may not have
knowledge of many transactions in which the Company has engaged or its
day-to-day operations.
In rendering this opinion, we have examined only the following
documents: (i) the Company's Amended and Restated Certificate of Incorporation
and Bylaws, (ii) resolutions adopted by the Board of Directors of the Company,
(iii) the Registration Statement and (iv) the Plan. We have not performed any
independent investigation other than the document examination described above.
Our opinion is therefore qualified in all respects by the scope of that document
examination. We have assumed and relied, as to questions of fact and mixed
questions of law and fact, on the truth, completeness, authenticity and due
authorization of all certificates, documents and records examined and the
genuineness of all signatures. This opinion is limited to the laws of the State
of Delaware.
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock of the Company which are being offered and sold
by the Company pursuant to the Registration Statement and the Plan, when sold in
the manner and for the consideration contemplated by the Registration Statement
and the Plan, will be legally issued, fully paid and non-assessable.
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This opinion is given as of the date hereof. We assume no
obligation to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to our attention or any changes in laws
which may hereafter occur.
We hereby consent to the filing of this opinion as an Exhibit
to the Registrant Statement. In giving such consent, we do not thereby admit
that we are acting within the category of persons whose consent is required
under Section 7 of the Act and the rules and regulation of the Securities and
Exchange Commission thereunder.
This opinion is strictly limited to the matters stated herein
and no other or more extensive opinion is intended, implied or to be inferred
beyond the matters expressly stated herein.
Sincerely,
/s/ PEPPER HAMILTON LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 (No. 333-00000) pertaining to the
registration of 800,000 shares of the Common Stock, $0.01 par value per share,
of Orbit/FR, Inc. of our report dated February 26, 1999, with respect to the
consolidated financial statements and schedule of Orbit/FR, Inc. included in its
Annual Report (Form 10-K), as amended, for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
April 30, 1999
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