<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 2000.
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------
JORE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MONTANA 81-0465233
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
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45000 HIGHWAY 93 SOUTH
RONAN, MONTANA 59864
(406) 676-4900
(Address and Telephone Number of Registrant's Principal Executive Offices)
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AMENDED AND RESTATED JORE CORPORATION 1997 STOCK PLAN
(Full Title of the Plans)
-----------------------------------------------
DAVID H. BJORNSON, ESQ.
45000 HIGHWAY 93 SOUTH
RONAN, MONTANA 59864
(406) 676-4900
(Name, Address and Telephone Number of Agent for Service)
-----------------------------------------------
COPIES TO:
WILLIAM E. VAN VALKENBERG, ESQ.
VAN VALKENBERG FURBER LAW GROUP P.L.L.C.
1325 FOURTH AVENUE, SUITE 1200
SEATTLE, WASHINGTON 98101-2509
TELEPHONE: (206) 464-0460
FACSIMILE: (206) 464-2857
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
REGISTERED
<S> <C> <C> <C> <C>
Common Stock, without par value 1,100,000 $7.8125 $8,593,750 $2,268.75
</TABLE>
(1) Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to the Plan as the result of any future stock split, stock dividend
or similar adjustment of the Registrant's outstanding Common Stock.
(2) Estimated solely for purposes of calculating the registration
fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended. The price per share and aggregate offering price are based upon an
estimated price per share of $7.8125 based on the average of the high
($8.6250) and low ($7.0000) sales prices for the Registrant's Common Stock on
December 28, 1999, as reported by the Nasdaq National Market.
-----------------------------------------------
<PAGE>
EXPLANATORY NOTE
The contents of the Registration Statement on Form S-8 filed by Jore
Corporation (the "Company") under Registration Number 333-88873 with respect
to the securities offered pursuant to the Amended and Restated Jore
Corporation 1997 Stock Plan (the "Plan") are incorporated herein by reference.
This Registration Statement covers 1,100,000 shares of the common
stock of Jore Corporation authorized to be issued under the Amended and
Restated Jore Corporation 1997 Stock Plan pursuant to an amendment to such
Plan. The Company previously registered 1,300,000 shares of common stock
issuable under such Plan on its Registration Statement on Form S-8 (File No.
333-88873) as filed with the Securities and Exchange Commission on October
13, 1999. Pursuant to Rule 429, the Prospectus relating to the shares
registered pursuant to this Registration Statement also relates to the
1,300,000 shares of the Company's common stock registered pursuant to
Registration Statement No. 333-88873.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are hereby incorporated by reference into this
Registration Statement.
(a) The Company's Quarterly Report on Form 10-Q dated November 15,
1999.
All documents subsequently filed by the Company with the Securities
and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities covered by this
Registration Statement have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part of this Registration Statement
from the respective dates of the filing of such documents with the Securities
and Exchange Commission until the information contained therein is superseded
or updated by any subsequently-filed document that is or is deemed to be
incorporated by reference in this Registration Statement.
ITEM 8. EXHIBITS.
The following is a complete list of Exhibits filed as part of this
Registration Statement and which are incorporated herein:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
5.1 Opinion of Van Valkenberg Furber Law Group P.L.L.C.
as to legality of shares to be issued.
23.1 Consent of Van Valkenberg Furber Law Group P.L.L.C.
(Included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche L.L.P., independent
certified public accountants for the Company.
24.1 Power of Attorney (Included in the signature page to
this Registration Statement).
99.1 Amendment dated October 25, 1999 to the Amended and
Restated Jore Corporation 1997 Stock Plan.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Ronan, State of
Montana, on the 3rd day of January, 2000.
JORE CORPORATION
By: /s/ Matthew B. Jore
---------------------------------------
Matthew B. Jore
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated below on the 3rd day of January, 2000.
SIGNATURE TITLE
/s/ Matthew B. Jore Chairman, President and Chief Executive Officer
------------------- (Principal Executive Officer)
Matthew B. Jore
/s/ David H. Bjornson Chief Financial Officer and Director
--------------------- (Principal Financial and Accounting Officer)
David H. Bjornson
* Executive Vice President and Director
---------------------
Michael W. Jore
* Director
---------------------
Thomas E. Mahoney
* Director
---------------------
R. Bruce Romfo
* Director
---------------------
William M. Steele
* Director
---------------------
James P. Mathias
* Director
---------------------
A. Blaine Huntsman
*By: /s/ David H. Bjornson
---------------------
David H. Bjornson
ATTORNEY-IN-FACT
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
5.1 Opinion of Van Valkenberg Furber Law Group P.L.L.C.
as to legality of shares to be issued.
23.1 Consent of Van Valkenberg Furber Law Group P.L.L.C.
(Included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche L.L.P., independent
certified public accountants for the Company.
24.1 Power of Attorney.
99.1 Amendment dated October 25, 1999 to the Amended and
Restated Jore Corporation 1997 Stock Plan.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Van Valkenberg Furber Law Group P.L.L.C. Letterhead]
January 3, 2000
Jore Corporation
45000 Highway 93 South
Ronan, Montana 59864
Ladies and Gentlemen:
We have acted as counsel to Jore Corporation, a Montana corporation
(the "Company"), in connection with the preparation and filing of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), being filed by the
Company with the Securities and Exchange Commission with respect to the
issuance by the Company of up to an additional 1,100,000 shares (the
"Shares", together with the 1,300,000 shares previously authorized under the
Plan (as defined below), the "Plan Shares") of the Company's common stock,
without par value per share, that may be issuable under the Amended and
Restated Jore Corporation 1997 Stock Plan (the "Plan").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for
the purpose of this opinion. In our examination of the foregoing documents,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. Based upon and subject to the foregoing,
we are of the opinion that upon the happening of the following events:
(a) the filing and effectiveness of the Registration Statement and
any amendments thereto;
(b) registration by the Company's registrar of the Shares;
(c) the issuance and sale of the Shares in accordance with the
terms of the Plan; and
(d) receipt by the Company of the consideration required for the
Shares in accordance with the terms of the Plan;
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7
of the Securities Act.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or
factual developments which might affect any matters or opinions set forth
herein.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
Very truly yours,
----------------------------------------------
/s/ Van Valkenberg Furber Law Group P.L.L.C.
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
Jore Corporation
Ronan, Montana
We consent to the incorporation by reference in this Registration Statement
of Jore Corporation on Form S-8 of our report dated May 12, 1999 (August 19,
1999 as to Note 11) on the consolidated financial statements of Jore
Corporation and subsidiaries appearing in the Prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933 that relates to Amendment No. 5
to Registration Statement No. 333-78357 of Jore Corporation on Form S-1,
incorporated by reference in the Registration Statement No. 333-88873 of Jore
Corporation on Form S-8.
/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
Janaury 3, 2000
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The following Power of Attorney is executed on December 15, 1999 in
connection with the filing with the Securities and Exchange Commission (the
"Commission"), in accordance with the Securities Act of 1933, as amended, and
in conformity with the rules and regulations thereunder, of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance
of an additional 1,100,000 shares of the Company's common stock, without par
value per share, that are authorized under the Amended and Restated Jore
Corporation 1997 Stock Plan, as amended on October 25, 1999.
KNOW ALL PERSONS BY THESE PRESENT, that each person whose
signature appears below constitutes and appoints Matthew B. Jore and
David H. Bjornson and each of them, his attorney-in-fact, each with the
power of substitution, 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 sign
any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended,
and all post-effective amendments thereto, and to file the same, with
all exhibits thereto and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
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 in and about the premises, 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 his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
/s/ Matthew B. Jore Chairman, President and Chief Executive Officer
---------------------- (Principal Executive Officer)
Matthew B. Jore
/s/ David H. Bjornson Chief Financial Officer and Director
---------------------- (Principal Financial and Accounting Officer)
David H. Bjornson
/s/ Michael W. Jore Executive Vice President and Director
----------------------
Michael W. Jore
/s/ Thomas E. Mahoney Director
----------------------
Thomas E. Mahoney
/s/ R. Bruce Romfo Director
----------------------
R. Bruce Romfo
/s/ William M. Steele Director
----------------------
William M. Steele
-8-
<PAGE>
/s/ James P. Mathias Director
----------------------
James P. Mathias
/s/ A. Blaine Huntsman Director
----------------------
A. Blaine Huntsman
<PAGE>
EXHIBIT 99.1
AMENDMENT DATED OCTOBER 25, 1999
TO
AMENDED AND RESTATED JORE CORPORATION 1997 STOCK PLAN
The Amended and Restated Jore Corporation 1997 Stock Plan (the
"Plan") is hereby amended as follows:
"The number of shares authorized for the Amended and Restated 1997
Stock Plan for the Company was increased by 1,100,000 shares in order to
bring the total shares authorized to 15% on a fully diluted basis."
The date of the adoption of such amendment by the Board of Directors
of the Company is October 25, 1999.
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