As Filed with the Securities and Exchange Commission on March 31, 2000
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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ROBOCOM SYSTEMS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
New York 11-26117048
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
511 Ocean Avenue
Massapequa, New York 11758
(Address of Principal Executive Offices) (Zip Code)
1997 Stock Option and Long-Term Incentive Compensation Plan
(Full Title of the Plan)
David Dinin
Chief Executive Officer
Robocom Systems International Inc.
511 Ocean Avenue
Massapequa, New York 11758
(Name and Address of Agent for Service)
(516) 799-5100)
(Telephone Number, Including Area Code, of Agent for Service)
Copy To:
Eric M. Hellige, Esq.
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022
(212) 421-4100
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Each Class of Amount to Price Per Offering Amount of
Securities to be Registered be Registered* Share** Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value.. 650,000 $4.875 $3,168,750 $633.75
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</TABLE>
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* All the securities registered hereby are issuable under the Plans.
** Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act of 1933,
upon the basis of the closing price per share of the Registrant's common
stock as reported on the Nasdaq Small Cap market on March 30, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
(1) Our Annual Report on Form 10-K for the fiscal year ended May 31,
1999;
(2) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
August 31, 1999 and November 30, 1999;
(3) Our Proxy Statement dated October 1, 1999; and
(4) The description of our common stock contained in our Registration
Statement on Form 8-A, dated June 23, 1997, including any amendment
or report filed for the purpose of updating such information.
All documents that we subsequently file with the Securities and Exchange
Commission pursuant to Section 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 incorporated by
reference in this registration statement and to be part thereof from the date of
filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Sections 721 through 725 of the Business Corporation
Law of the State of New York (the "BCL"), which provides for indemnification of
directors and officers of New York corporations under certain circumstances.
Section 722 of the BCL provides that a corporation may indemnify directors
and officers as well as other employees and individuals against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees, in connection with actions or proceedings, whether civil or criminal
(other than an action by or in the right of the corporation, a "derivation
action"), if they acted in good faith and in a 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, had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to amounts paid in
settlement and reasonable expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such actions, and the statute does
not apply in respect of a threatened action, or a pending action that is settled
or otherwise disposed of, and requires court approval
<PAGE>
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. Section 721 of the BCL provides that
Article 7 of the BCL is not exclusive of other indemnification that may be
granted by a corporation's certificate of incorporation, disinterested director
vote, shareholders vote, agreement or otherwise.
Article XII of the Registrant's by-laws requires the Registrant to
indemnify its officers and directors to the fullest extent permitted under the
BCL. Article XII of the Registrant's by-laws further provides that no director
of the Registrant shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except that no indemnification shall be made in respect of (1) a threatened
action, or a pending action which is settled or otherwise disposed of, or (2)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Registrant unless and only to the extent that the court in
which such action or suit was brought or, if no action was brought, any court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such portion of the settlement and expenses as the court deems
proper.
Section 402(b) of the BCL provides that a corporation's certificate of
incorporation may include a provision that eliminates or limits the personal
liability of the corporation's directors to the corporation or its shareholders
for damages for any breach of a director's duty, provided that such provision
does not eliminate or limit (1) the liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that the director personally gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's acts violated Section 719 of the BCL; or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the BCL. Article Sixth of the Registrant's Certificate of
Incorporation, as amended, provides that no director of the Registrant shall be
liable to the Registrant or its shareholders for any breach of duty in such
capacity except as provided in Section 402(b) of the BCL.
Any amendment to or repeal of the Registrant's Certificate of
Incorporation or by-laws shall not adversely affect any right or protection of a
director or officer of the Registrant for or with respect to any acts or
omissions of such director or officer occurring prior to such amendment or
repeal.
The Registrant maintains directors and officers insurance which, subject
to certain exclusions, insures the directors and officers of the Registrant
against certain losses which arise out of any neglect or breach of duty
(including, but not limited to, any error, misstatement, act, or omission) by
the directors or officers in the discharge of their duties, and insures the
Registrant against amounts which it has paid or may become obligated to pay as
indemnification to its directors and/or officers to cover such losses.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing, the Registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable
II-2
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Item 8. Exhibits.
Exhibit
No. Description
4.1 Form of common stock certificate (incorporated by reference to Exhibit
1 to our Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on June 23, 1997, including any amendment or
report filed for the purpose of updating such information).
4.2 Robocom Systems International Inc. 1997 Stock Option and Long-Term
Incentive Compensation Plan (incorporated by reference to Exhibit 10.13
to our Registration Statement on Form SB-2 (Registration No. 33-27587),
including any amendment or report filed for the purpose of updating
such information, and incorporated herein by reference).
5.1 Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
common stock being registered).
23.1 Consent of Pryor Cashman Sherman & Flynn LLP (included as part of
Exhibit 5.1).
23.2 Consent of Ernst & Young 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 (1)(i) and (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 with or furnished to the SEC
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
II-3
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(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
Exchange Act (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 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 15 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the SEC 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 Securities
Act and will be governed by the final adjudication of such issue.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all the
requirements for filing on Form S-8 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in Massapequa, State of New York on this 30th day of March, 2000.
ROBOCOM SYSTEMS INTERNATIONAL INC.
By: /s/ David Dinin
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David Dinin
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David Dinin or Elizabeth A. Burke or any
one of them, his or her attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him or her in any and all capacities, to
sign any or all amendments or post-effective amendments to this registration
statement or a registration statement prepared in accordance with Rule 462 of
the Securities Act of 1933, as amended, and to file the same, with exhibits
thereto and other documents in connection herewith or in connection with the
registration of the offered securities under the Securities Exchange Act of
1934, as amended, with the Securities and Exchange Commission, granting unto
each of such attorneys-in-fact and agents full power to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Irwin Balaban Chairman of the Board March 30, 2000
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/s/ David Dinin Chief Executive Officer and Director March 30, 2000
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/s/ Elizabeth A. Burke Chief Financial Officer March 30, 2000
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/s/ Mark Behrman Director March 30, 2000
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/s/ Herbert Goldman Director March 30, 2000
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/s/ William J. Hancock Director March 30, 2000
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/s/ Lawrence B. Klein Director March 30, 2000
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/s/ Yacov Shamash Director March 30, 2000
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<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
- --- ----------- ----
4.1 Form of common stock certificate (incorporated by
reference to Exhibit 1 to our Registration Statement
on Form 8-A filed with the Securities and Exchange
Commission on June 23, 1997, including any amendment
or report filed for the purpose of updating such
information)..........................................
4.2 Robocom Systems International Inc. 1997 Stock Option
and Long-Term Incentive Compensation Plan
(incorporated by reference to Exhibit 10.13 to our
Registration Statement on Form SB-2 (Registration
No. 33-27587), including any amendment or report
filed for the purpose of updating such information,
and incorporated herein by
reference)............................................
5.1 Opinion of Pryor Cashman Sherman & Flynn LLP
(regarding validity of common stock being
registered)........................................... 9
23.1 Consent of Pryor Cashman Sherman & Flynn LLP
(included as part of Exhibit 5.1).....................
23.2 Consent of Ernst & Young LLP........................... 10
Exhibit 5.1
[LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]
March 30, 2000
Robocom Systems International Inc.
511 Ocean Avenue
Massapequa, New York 11758
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement"), to be filed by you with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended (the
"Act"), of 650,000 shares of common stock, par value $.01 per share (the
"Shares"), of Robocom Systems International Inc. (the "Company") for delivery
under the Company's 1997 Stock Option Plan and Long-Term Incentive Compensation
Plan, as amended (the "Plan").
We are qualified to practice law in the State of New York. We express no
opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New York and the federal securities laws of
the United States of America.
We have examined such documents as we considered necessary for the
purposes of this opinion. Based on such examination, it is our opinion that the
Shares have been duly authorized and, upon issuance in accordance with the Plan,
will be legally issued, fully-paid and non-assessable under the laws of the
State of New York.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
This opinion is furnished in connection with the transactions covered
hereby. This opinion may not be relied upon by you for any other purpose, or
furnished to, quoted to, or relied upon by any other person, firm or corporation
for any purpose, without prior written consent.
Very truly yours,
/s/PRYOR CASHMAN SHERMAN & FLYNN LLP
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 Stock Option and Long-Term Incentive
Compensation Plan, as amended, of Robocom Systems International Inc. of our
report dated July 14, 1999, with respect to the financial statements of Robocom
Systems International Inc. included in the Annual Report (Form 10-KSB) for the
year ended May 31, 1999.
Ernst & Young LLP
Melville, New York
March 30, 2000
