As filed with the Securities and Exchange Commission on April 30, 1996
Registration No. 333-
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
1996 NONEMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
ANTHONY SPIER (312) 252-8220
CHAIRMAN OF THE BOARD, PRESIDENT (Telephone number,
AND CHIEF EXECUTIVE OFFICER, including area code,
2701 NORTH KILDARE AVENUE of agent for service)
CHICAGO, ILLINOIS 60639
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO REGISTERED OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED <F1> PER SHARE<F2> PRICE<F2> FEE
Common Stock, 250,000 $4.00 $1,000,000.00 $344.83
$1.00 par shares
value per
share
[FN]
<F1> An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
<F2> 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 April 26, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Wells-Gardner Electronics Corporation
(the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The description of the Registrant's Common Stock is contained in
a registration statement filed pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Illinois Business Corporation Act provide
that the Registrant may indemnify the directors and officers of the Registrant
and affiliated companies against liabilities and expenses incurred by reason of
the fact that such persons were serving in such capacities, subject to certain
limitations and conditions set forth in the statute. Article X of the By-Laws
of the Registrant provides that the Registrant shall indemnify its directors and
officers to the fullest extent permitted by Illinois law.
The Registrant maintains directors and officers liability insurance
covering all directors and officers of the Registrant against claims arising out
of the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Articles of Incorporation of the Registrant as amended, filed as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by reference.
4.2 By-Laws of the Registrant filed as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.
* 5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
* 23.1 Consent of KPMG Peat Marwick LLP.
* 23.2 Consent of McDermott, Will & Emery (included in Exhibit 5).
* 24 Power of Attorney (included on signature page).
___________________
* Filed herewith
ITEM 9. UNDERTAKINGS.
The 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 Act;
(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; and
(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 (i) and (ii) shall 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
Commission 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 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.
(4) That, for the purposes of determining any liability under the
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and 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.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the 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.
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 April 23, 1996.
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 Randall S. Wells 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
April 23, 1996, 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/ GEORGE B. TOMA Chief Financial Officer, Controller
George B. Toma and Treasurer (Principal Financial
Officer)
/s/ RANDALL S. WELLS Executive Vice President
Randall S. Wells General Manager and Director
Director
Allan Gardner
/s/ JAMES J. ROBERTS, JR. Director
James J. Roberts, Jr.
/s/ JOHN R. BLOUIN Director
John R. Blouin
/s/ WILLIAM L. DeNICOLO Director
William L. DeNicolo
/s/ WAYNE HARRIS Director
Wayne Harris
/s/ ERNEST R. WISH Director
Ernest R. Wish
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are filed herewith. All other documents
listed are incorporated by reference to documents previously filed by the
Registrant with the Securities and Exchange Commission as indicated.
Exhibit No. Description
4.1 Articles of Incorporation of the Registrant as amended
filed as Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.
4.2 By-Laws of the Registrant filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference.
* 5 Opinion of McDermott, Will & Emery as to the legality
of the securities being registered.
* 23.1 Consent of KPMG Peat Marwick LLP.
* 23.2 Consent of McDermott, Will & Emery (included in Exhibit
5).
* 24 Power of Attorney (included on signature page).
___________________
* Filed herewith
April 29, 1996
Wells-Gardner Electronics Corporation
2701 North Kildare Avenue
Chicago, Illinois 60639
Re: Wells-Gardner Electronics Corporation
1996 Nonemployee Director Stock Plan -
250,000 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 250,000 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 1996 Nonemployee Director Stock
Plan (the "Plan"), as amended.
We have examined or considered:
1. A copy of the Articles 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 and the amendment to 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 and the amendment to 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 pursuant to the Plan 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
ACCOUNTANTS' CONSENT
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, 1996 relating to the balance sheets of Wells-Gardner Electronic
Corporation as of December 31, 1995 and 1994 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, 1995, which reports
appear in or are incorporated by reference in the December 31, 1995 annual
report on Form 10-K of Wells-Gardner Electronics Corporation.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
April 26, 1996
