<PAGE>
As filed with the Securities and Exchange Commission on April 14, 2000
Registration No. _____________________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
2331 SOUTH PULLMAN STREET
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices) (Zip Code)
---------------------
TROY GROUP, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
----------------------
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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- -------------------------- ---------------------------- ---------------------- ---------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share .......... 1,500,000 shares $18.50 $27,750,000 $7,326
- -------------------------- ---------------------------- ---------------------- ---------------------------- ----------------------
==================================================================================================================================
</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 on the basis of the average between the high and low sales
prices of the Registrant's Common Stock on April 11, 2000, as reported by
the Nasdaq National Market.
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<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,500,000 shares of Common Stock, $.01 par value
per share, of Troy Group, Inc. (the "Company") to be issued pursuant to the
Company's 1998 Stock Incentive Plan (the "Plan") bringing the total number of
shares issuable thereunder and registered under the Securities Act of 1933 to
2,700,000. Pursuant to Instruction E of Form S-8, the contents of the
Registration Statement on Form S-8, dated October 22, 1999 (Reg. No. 333-89589)
which was previously filed with the Securities and Exchange Commission relating
to the Plan are incorporated herein by reference.
ITEM 8. EXHIBITS.
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of McGladrey & Pullen, LLP (filed herewith electronically).
24.1 Power of Attorney (included on page 2 of this Registration Statement).
<PAGE>
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 April 14, 2000.
TROY GROUP, INC.
By: /s/ Patrick J. Dirk
------------------------------------------
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 April 14, 2000 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ PATRICK J. DIRK Chairman of the Board, Chief Executive Officer and
- ----------------------------------- Director (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 President, Chief Operating Officer and
- ----------------------------------- Director
Robert S. Messina
/s/BRIAN P. DIRK Vice President and Director
- -----------------------------------
Brian P. Dirk
/s/ NORMAN B. KEIDER Director
- -----------------------------------
Norman B. Keider
/s/ JOHN B. ZAEPFEL Director
- -----------------------------------
John B. Zaepfe
/s/ WILLIAM P. O'REILLY Director
- -----------------------------------
William P. O'Reilly
/s/ GENE A. BIER Director
- -----------------------------------
Gene A. Bier
/s/ DR. HAROLD L. CLARK Director
- -----------------------------------
Dr. Harold L. Clark
</TABLE>
2
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
NO. ITEM METHOD OF FILING
- --- ---- ----------------
<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 2 of this Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
April 14, 2000
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 an additional
1,500,000 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 April 14, 2000 (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 Plan.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Plan, 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
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Troy Group, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Troy Group, Inc. 1998 Stock Incentive
Plan of our report dated January 14, 2000, with respect to the financial
statements of Troy Group, Inc. included in such Company's Annual Report on Form
10-K for the year ended November 30, 1999.
MCGLADREY & PULLEN, LLP
/s/ MCGLADREY & PULLEN, LLP
Anaheim, California
April 12, 2000
