As filed with the Securities and Exchange Commission on August 3, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WELLS-GARDNER ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1944630
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 NORTH KILDARE AVENUE
CHICAGO, ILLINOIS 60639
(Address of Principal Executive Offices) (Zip Code)
WELLS-GARDNER ELECTRONICS CORPORATION
AMENDED AND RESTATED INCENTIVE STOCK PLAN
(Full title of the plan)
RICHARD L. CONQUEST (312) 252-8220
CHIEF FINANCIAL OFFICER, (Telephone number,
VICE PRESIDENT OF FINANCE, including area code,
TREASURER AND SECRETARY of agent for service)
2701 NORTH KILDARE AVENUE
CHICAGO, ILLINOIS 60639
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER OFFERING FEE
(1) SHARE (2) PRICE (2)
Common Stock, 600,000 $5.875 $3,525,000.00 $1,215.52
$1.00 par shares
value per
share
(1) An undetermined number of additional shares may be issued if
the anti-dilution adjustment provisions of the plan become
operative.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457 of the Securities Act of
1933, based on the average of the high and low sales prices of
a share of Common Stock of the Registrant on the American
Stock Exchange on July 31, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registration statement on Form S-8, File No. 2-98137, which
was heretofore filed by the registrant with the Securities and Exchange
Commission on June 3, 1985 pursuant to the Securities Act of 1933, as
amended, and the registration statement on Form S-8, Registration No. 33-
63920, which was heretofore filed by the registrant with the Securities and
Exchange Commission on June 4, 1993, pursuant to the Securities Act of
1933, as amended, are hereby incorporated by reference in this registration
statement.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 in this
registration statement and to be part hereof from the date of filing of
such documents (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 8. EXHIBITS. The following are filed as exhibits to this
registration statement:
Exhibit
Number Description of Exhibit
5 Opinion of McDermott, Will & Emery.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McDermott, Will & Emery (included in its opinion
filed as Exhibit 5 to this registration statement).
24 Power of Attorney (included with the signature page to this
registration statement).
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 Chicago, Illinois on July 31, 1995.
WELLS-GARDNER ELECTRONICS CORPORATION
By: /s/ Anthony Spier
Anthony Spier
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Anthony Spier and Richard L.
Conquest and each of them, his true and lawful attorney-in-fact and agent,
each with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and 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 each such attorney-in-fact and agent, full power
and authority to do and perform such each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his 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 and the foregoing power of attorney have been signed
on July 31, 1995, by the following persons in the capacities indicated:
SIGNATURES TITLE
/s/ ANTHONY SPIER Chairman of the Board, President and
Anthony Spier Chief Executive Officer (Principal
Executive Officer)
/s/ RICHARD L. CONQUEST Chief Financial Officer, Vice
Richard L. Conquest President of Finance, Treasurer,
Secretary and Director (Principal
Financial Officer)
/s/ ALBERT S. WELLS, JR. Director
Albert S. Wells, Jr.
/s/ ALLAN GARDNER Director
Allan Gardner
/s/ JOHN R. BLOUIN Director
John R. Blouin
/s/ JAMES J. ROBERTS, JR. Director
James J. Roberts, Jr.
/s/ WILLIAM L. DeNICOLO Director
William L. DeNicolo
/s/ WAYNE HARRIS Director
Wayne Harris
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
NUMBER NUMBER
5 Opinion of McDermott, Will & Emery.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McDermott, Will & Emery (included in its opinion
filed as Exhibit 5 to this registration statement).
24 Power of Attorney (included with the signature page to this
registration statement).
EXHIBIT 5
McDermott, Will & Emery
July 31, 1995
Wells-Gardner Electronics Corporation
2701 North Kildare Avenue
Chicago, Illinois 60639
Re: Wells-Gardner Electronics Corporation
Amended and Restated Incentive Stock Plan -
600,000 Shares of Common Stock, $1.00 Par Value
Ladies and Gentlemen:
We have acted as counsel for Wells-Gardner Electronics Corporation (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 600,000 additional shares of the
Company's Common Stock, $1.00 par value (the "Common Stock"), which may be
issued pursuant to the Wells-Gardner Electronics Corporation Amended and
Restated Incentive Stock Plan (the "Plan").
We have examined or considered:
1. A copy of the Certificate of Incorporation, as amended, of the
Company.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of the
State of Illinois, as of a recent date, as to the good standing of the
Company in that state.
4. A Certificate of the Secretary of the Company relating to
resolutions duly adopted by the Board of Directors of the Company
regarding the Plan.
5. A Certificate of the Secretary of the Company relating to the
approval of the Plan by the shareholders of the Company.
6. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Illinois.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock to
be sold by the Company have been duly taken, and the Common Stock,
upon issuance pursuant to the terms of the Plan, will be duly
authorized, legally and validly issued, fully paid and nonassessable.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
EXHIBIT 23.1
KPMG Peat Marwick LLP
Consent of Independent Auditors
The Board of Directors
Wells-Gardner Electronics Corporation
We consent to incorporation by reference in this registration statement
on Form S-8 of Wells-Gardner Electronics Corporation of our reports dated
February 16, 1995 relating to the balance sheets of Wells-Gardner Electronics
Corporation as of December 31, 1994 and 1993 and the related statements of
operations, shareholders' equity, and cash flows and related schedule for
each of the years in the three-year period ended December 31, 1994, which
reports appear in or are incorporated by reference in the December 31, 1994
annual report on Form 10-K of Wells-Gardner Electronics Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Chicago, Illinois
July 31, 1995
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