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As filed with the Securities and Exchange Commission on August 11,1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
BRASS EAGLE INC.
(Exact name of registrant as specified in charter)
Delaware 71-0578572
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1203A North Sixth Street
Rogers, Arkansas 72756
(Address of principal executive offices) (Zip Code)
BRASS EAGLE INC.
Employee Stock Purchase Plan
Lynn Scott, President
Brass Eagle Inc.
1203A North Sixth Street
Rogers, Arkansas 72756
501-621-4390
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Paul B. Benham, III
Friday, Eldredge & Clark
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
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
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Common Stock,
par value $0.01
per share 70,000 $12.5875 $881,125 $259.93
1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable pursuant to the antidilution
adjustment provisions of the Plan.
(2) Calculated pursuant to Rule 457(c) and (h)(1) on the basis of the
average of the high and low reported sales prices on the Nasdaq National
Market on August 4, 1998 through August 10, 1998.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Brass Eagle Inc. (the `Company') with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended December
31, 1997; and
(ii) The description of the Company's Common Stock contained in the
Registration Statement on Form 10, which became effective November 25,
1997 and any amendment or report filed for the purpose of updating
such description.
In addition, all documents subsequently filed by the Company pursuant to
Sections13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to thefiling 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 in this
Registration Statement and to be a part hereof from the date of filing of
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.
Section 145 of the Delaware General Corporation Act (`DGCA') contains
detailed provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation. Article Twelfth of the Company's Restated Certificate of
Incorporation provides for indemnification of the directors and executive
officers of the Company to the fullest extent permissible under the relevant
provisions of the DGCA. Additionally, the Company has in place directors' and
officers' liability insurance coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
- ------ ------------
4.1 Company's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to Form 10-Q for
the quarterly period ended September 30, 1997).
4.2 Company's By-Laws as currently in effect (incorporated by
reference to Exhibit 3(ii) to Form 10-Q for the quarterly
period ended September 30, 1997).
5 Opinion and Consent of Friday, Eldredge & Clark.
23.1 Consent of Friday, Eldredge & Clark (included in Exhibit 5
to this Registration Statement).
23.2 Consent of Crowe, Chizek and Company LLP.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(b) 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, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference.
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 end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
`Calculation of Registration Fee' table in the effective registration
statement; and
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(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this 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.
4. 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 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.
5. 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 referred to in Item 6 above, 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 inthe 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
inconnection 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, thereunto duly
authorized, in the City of Rogers, State of Arkansas, on the 10th day of
August, 1998.
BRASS EAGLE INC.
/S/ E. Lynn Scott
E. LYNN SCOTT
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 10th day of August, 1998.
Signature Title Date
--------- ----- ----
- ----------------- President, Chief Executive August 10,1998
E. Lynn Scott Officer and Director
(Principal Executive Officer)
- ----------------- Chief Financial Officer August 10,1998
J.R. Brian Hanna (Principal Financial and
Accounting Officer)
- ----------------- Chairman of the Board of August 10,1998
Marvin W. Griffin Directors
- ----------------- Director August 10,1998
Anthony J. Dowd
- ----------------- Director August 10,1998
Stephen J. Schaubert
- ----------------- Director August 10,1998
H. Gregory Wold
*By:
/s/ J. R. Brian Hanna
Attorney-in-Fact
J. R. Brian Hanna, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
duly executed by such persons, filed or to be filed with the Securities and
Exchange Commission as supplemental information.
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- --------
4.1 Company's Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(i) to Form 10-Q for the quarterly period
ended September 30, 1997)
4.2 Company's By-Laws as currently in effect (incorporated by
reference to Exhibit 3(ii) to Form 10-Q for the quarterly period
ended September 30, 1997)
5 Opinion and Consent of Friday, Eldredge & Clark.
23.1 Consent of Friday, Eldredge & Clark (included in Exhibit 5 to
this Registration Statement).
23.2 Consent of Crowe, Chizek and Company LLP.
24 Powers of Attorney.
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Exhibit 5
August 10, 1998
Brass Eagle Inc.
1203A North Sixth Street
Rogers, Arkansas 72756
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the `Registration
Statement') filed with the Securities and Exchange Commission on or about the
date hereof by Brass Eagle Inc. (the `Company') for registration under the
Securities Act of 1933, as amended (the `Act'), of 70,000 shares of the
Company's common stock, $0.01 par value per share (the `Shares'), to be
offered in connection with the Company's Employee Stock Purchase Plan
(the `Plan').
It is our opinion that all action necessary to register the Shares under
the Act will have been taken when:
a. The Registration Statement shall have become effective in accordance
with the applicable provisions of the Act; and
b. Appropriate action shall have been taken by the Board of Directors
of the Company for the purpose of authorizing the registration of the Shares.
It is our further opinion that the Shares will be, upon issuance against
receipt of the purchase price therefore (as defined in the Plan), validly
authorized, validly issued, fully paid and non-assessable. This opinion does
not pass upon the matter of compliance with `Blue Sky' laws or similar laws
relating to the sale or distribution of the Shares.
We are members of the Arkansas Bar and do not hold ourselves out as
experts on the laws of any other State.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and consent to such references
to our firm as are made therein.
Very truly yours,
/s/ Friday, Eldredge & Clark
FRIDAY, ELDREDGE & CLARK
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
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We hereby consent to the incorporation by reference in this Reigstration
Statement on Form S-8 pertaining to the Employee Stock Purchase Plan of Brass
Eagle Inc. of our report dated January 30, 1998, except for note 5 as to which
the date is March 5, 1998 appearing in the Brass Eagle Inc. Annual Report on
Form 10-K for the year ended December 31, 1997.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Oakbrook, Illinois
August 6, 1998
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EXHIBIT 24
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints E. Lynn Scott and J.R. Brian Hanna, and each of them, 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 the Registration Statement on Form S-8 of Brass Eagle Inc.
(the `Company') pertaining to the registration of up to 70,000 shares of the
Company's Common Stock, $0.01 par value per share, to be offered to certain
employees pursuant to the Company's Employee Stock Purchase Plan, and to sign
any and all amendments (including post-effective amendments) to the
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 such 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, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: August 10, 1998
/s/ E. Lynn Scott
E. Lynn Scott
Director
/s/ Marvin W. Griffin
Marvin W. Griffin
Director
/s/ Anthony J. Dowd
Anthony J. Dowd
Director
/s/ Stephen J. Schaubert
Stephen J. Schaubert
Director
/s/ H. Gregory Wold
H. Gregory Wold
Director
