<PAGE>
As filed with the Securities and Exchange Commission on October 22, 1999
Registration No. ______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TROY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0807798
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2331 SOUTH PULLMAN STREET
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices) (Zip Code)
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TROY GROUP, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
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PATRICK J. DIRK
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
TROY GROUP, INC.
2331 SOUTH PULLMAN STREET
SANTA ANA, CALIFORNIA 92705
(Name and address of agent for service)
(949) 250-3280
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 1,237,341 shares $7.04 $8,709,358 $2,421
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, (the "Securities Act"), this Registration Statement includes an
indeterminate number of additional shares which may be offered and sold as
a result of anti-dilution provisions described in the above-referenced
plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act as follows: (i) with respect to options to purchase shares
previously granted under the plan, on the basis of the weighted average
exercise price of such option grants, and (ii) with respect to options to
be granted under the plan, on the basis of the average between the high and
low sales prices of the Registrant's Common Stock on October 21, 1999, as
reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Troy Group, Inc. (the "Company") filed
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
1. The Company's Registration Statement (File No. 333-51523)
on Form S-1, together with all amendments thereto, which was
declared effective by the Commission on July 21, 1999;
2. The Company's prospectus filed with the Commission on July 22,
1999 pursuant to Rule 424(b) promulgated under the Securities
Act, in connection with the Company's Registration Statement
on Form S-1 (File No. 333-51523), in which there is set forth
the audited financial statements as of November 30, 1998 and
1997 and for each of the three years ended November 30, 1998;
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1999 (File No. 333-51523); and
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission
on June 8, 1998 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")
including any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock 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.
The November 30, 1998, 1997 and 1996 consolidated financial
statements of the Company incorporated by reference in this Registration
Statement have been audited by McGladrey & Pullen, LLP, independent public
accountants, for the periods indicated in their report thereon which is
included in the Company's Registration Statement on Form S-1. Such
consolidated financial statements have been incorporated herein by reference
in reliance upon the report of McGladrey & Pullen, LLP, given on the
authority of that firm as experts in accounting and auditing. To the extent
that McGladrey & Pullen, LLP audits and reports on the financial statements
of the Company issued at future dates, and consents to the use of their
report thereon, such financial statements will also be incorporated by
reference in the Registration Statement in reliance upon their report and
said authority as experts.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock to be offered pursuant to this
Registration Statement has been registered under Section 12 of the Exchange Act
as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits the liability of
its directors to the fullest extent permitted under the Delaware General
Corporation Law. Specifically, directors of the Company will not be liable to
the Company or its stockholders for monetary damages for any breach of fiduciary
duty by such a director, except for liability for: any breach of the director's
duty of loyalty to the Company or its stockholders; acts or omissions not in
good faith or which involve intentional; misconduct or a knowing violation of
law; corporate distributions, including dividends, stock distributions and
redemptions, which are in contravention of restrictions in Delaware law, the
Company's Certificate of Incorporation or Bylaws, or any agreement to which the
Company is a party; and any transaction from which a director derives an
improper personal benefit. This provision will generally not limit liability
under state or federal securities laws.
Delaware law and the Company's Certificate of Incorporation
provide that the Company shall, under certain circumstances and subject to
certain limitations, indemnify any person made or threatened to be made a party
to a proceeding by reason of that person's former or present official capacity
with the Company against judgments, penalties, fines, settlements and reasonable
expenses. Any such person is also entitled, subject to certain limitations, to
payment or reimbursement of reasonable expenses in advance of the final
disposition of the proceeding.
The Company has also entered into indemnification agreements with
all of its directors and executive officers. Under these agreements the Company
has agreed to indemnify and hold each harmless from and against any claims,
liability, damages or expenses incurred by them in or arising out of their
status, capacities and activities with respect to the Company to the maximum
extent permitted by Delaware law. The Company believes that these agreements are
necessary to attract and retain qualified persons as directors and executive
officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
No securities are to be offered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
<S> <C>
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (Filed
herewith electronically)
23.1 Consent of Oppenheimer Wolff & Donnelly LLP (Included in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (Filed herewith electronically)
24.1 Power of Attorney (Included on page 5 of this Registration
Statement)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
2
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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.
(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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under
the Securities Act 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.
(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 (a)(1)(i) and
(a)(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 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 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 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
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liabilities (other than the payment by 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 of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of 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 Santa Ana, State of California, on October 22, 1999.
TROY GROUP, INC.
By: /s/ Patrick J. Dirk
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Patrick J. Dirk
Its: Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Patrick J. Dirk and Del L. Conrad, and each of them, as
such person's true and lawful attorney-in-fact and agent, each with full powers
of substitution and re-substitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any or 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 said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
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
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 22, 1999 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Patrick J. Dirk Chairman of the Board, and Chief Executive Officer
- -------------------------------- (Principal Executive Officer)
Patrick J. Dirk
/s/ Del L. Conrad Chief Financial Officer, Treasurer and Secretary (Principal
- -------------------------------- Financial and Accounting Officer)
Del L. Conrad
/s/ Robert S. Messina Director
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Robert S. Messina
/s/ Brian P. Dirk Director
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Brian P. Dirk
/s/ Norman B. Keider Director
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Norman B. Keider
/s/ John B. Zaepfel Director
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John B. Zaepfel
/s/ William P. O'Reilly Director
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William P. O'Reilly
/s/ Gene A. Bier Director
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Gene A. Bier
/s/ Dr. Harold L. Clarke Director
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Dr. Harold L. Clarke
</TABLE>
5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
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<S> <C> <C>
5.1 Opinion and Consent of Oppenheimer Wolff &
Donnelly LLP..................................... Filed herewith electronically.
23.1 Consent of Oppenheimer Wolff & Donnelly LLP...... Included in Exhibit 5.1.
23.2 Consent of McGladrey & Pullen, LLP............... Filed herewith electronically.
24.1 Power of Attorney................................ Included on page 5 of this Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
October 22, 1999
Troy Group, Inc.
2331 South Pullman Street
Santa Ana, California 92705
RE: TROY GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies/Gentlemen:
We have acted as counsel to Troy Group, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company of 1,237,341
shares (collectively, the "Shares") of the Company's common stock, $.01 par
value per share (the "Common Stock") issuable under the Company's 1998 Stock
Incentive Plan (the "Plan"), pursuant to a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on October 22, 1999 (the
"Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Plan as set forth in the Registration Statement,
will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Delaware and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
<PAGE>
EXHIBIT 23.2
The Board of Directors
Troy Group, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 and in the related Prospectus, of our report, dated
January 6, 1999, relating to the consolidated financial statements of Troy
Group, Inc. as of November 30, 1998 and 1997 and each of the three years
ended November 30, 1998, included in the registration statement (File No.
333-51523) on Form S-1. We also consent to the reference to our Firm under
the caption "Incorporation of Documents by Reference" in such Registration
Statement on Form S-8.
MCGLADREY & PULLEN, LLP
/s/ MCGLADREY & PULLEN, LLP
Anaheim, California
October 21, 1999
