SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Camelot Corporation
(Exact name of registrant as specified in charter)
Colorado 84-0691531
(State of Incorporation) (I.R.S. No.)
17770 Preston Rd, Dallas, Texas 75252
(Address of principal executive offices, including zip code)
1996 Stock Option Incentive Plan
(Full title of the Plan)
Jeanette Fitzgerald, Esq.
Vice President, General Counsel
Camelot Corporation
17770 Preston Rd, Dallas, Texas 75252
(Name and address of agent for service)
(972)733-3005
(Telephone number, including area code, of agent for service)
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<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
Title Amount to be Proposed Proposed maximum Amount of
of registered * maximum aggregate registration
securities offering offering price * fee *
to be price per
registered share *
Camelot
Corporation,
Common Stock, 200,000 $4.00 $800,000 $275.80
par value
$.010 per share
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*The 200,000 shares being registered represent the approximate number of
shares awardable in 1996 under the Plan described herein, as estimated solely
under the Securities Act of 1933, the offering price and registration fee have
been calculated on the basis of the exercise price of the options awarded under
the Plan described herein, which was $4.00.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of Registrant
information, employee benefit plan information and employee benefit plan annual
reports and other information required by Item 2 of this Form will be sent or
given to participants as specified by Rule 428. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and exchange Commission ("Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Registrant shall maintain a file of such documents in accordance with
the provisions of Rule 428. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFOFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which Camelot Corporation ("Camelot") has filed
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), are incorporated by reference in this Registration Statement
and shall be deemed to be a part hereof:
a) Camelot's 1997 Report on Form 10-K for the fiscal year ended April 30,
1997; and
b) Camelot's Current Reports on Form 8-K dated May 20, 1997.
All documents subsequently filed by the Company or the Plan 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 hereby
have been sold or which deregisteres all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be at the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference herein 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 subsequently filed amendment to this Registration
Statement or in any document that is subsequently incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
EXPERTS
The consolidated financial statements of Camelot Corporation included in
Camelot's Annual Report on Form 10-K for its fiscal years ended April 30, 1997,
1996 and 1995 have been incorporated by reference in this Registration Statement
in reliance on the report of Lane, Gorman, Trubitt,L.L.P.
independent accountants,given on the authority of said firm as experts in
auditing and accounting.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Ms. Fitzgerald is an officer and director of Camelot, owns 1,500 common
shares of the Company and has options granted to her under the plan to be
registered.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Colorado General Corporation Law, a corporation may
indemnify and person who was or is a party or is threatened to be made a party
to any action, suit, or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement,
act reasonable incurred by faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. In an action by or in the right of the corporation, such
corporation may indemnify any such person against expenses actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses, which the court shall deem proper.
Indemnification, unless ordered by the court, shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of such person is proper in the circumstances because he has met
the applicable standard of conduct. Such determination is made (1) by the board
of directors by a majority vote of a quorum consisting of disinterested
directors, or (2) by independent legal counsel in a written opinion, or (3) by
the stockholders.
To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any such matter,
Colorado law permits the corporation to indemnify him against expenses actually
and reasonably incurred by him in his defense. Further, expenses may be paid by
the corporation in advance of final disposition of the matter upon receipt of an
undertaking by or on behalf of such director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified. Such indemnification and advancement of expenses is not
deemed exclusive of any other right to which a director or officer might be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise. Colorado law also empowers a corporation to purchase
and maintain insurance on behalf of any person who might be indemnified
thereunder whether or not the corporation would have the power to indemnify him
against such liability under such Colorado law.
Camelot has in effect an amendment to its Restated Certificate of
Incorporation, providing for indemnification of certain persons including
directors and officer of Camelot or a subsidiary corporation, partnership, joint
venture, trust or other enterprise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibits are listed in the Index to Exhibits immediately preceding the
Exhibits.
Item 9. Undertakings.
a) The undersigned 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 Securities Act of 1933;
(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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registra-
tion 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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering 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 of 1933,each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
of 1933 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 Securities and Exchange 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 of 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 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 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 Dallas, State of Texas, on August 27, 1997.
CAMELOT CORPORATION
By: /s/ Daniel Wettreich
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
Daniel Wettreich Chairman and Chief Executive Officer, 8-27-97
Director
Jeanette Fitzgerald Vice President and General Counsel, 8-27-97
Director
Allan Wolfe Director 8-27-97
Bruce Baldwin Director 8-27-97
Robert Gregory Vice President of Finance 8-27-97
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INDEX TO EXHIBITS
Exhibit No. Description
4 Camelot Corporation 1996 Stock Option Incentive Plan.
5 Opinion and consent of Jeanette Fitzgerald, Esq., Vice
President and General Counsel of Camelot Corporation
23 (a) Consent of Lane Gorman Trubitt, L.L.P.
(b) The consent of Jeanette Fitzgerald, Esq. Is contained
in her opinion filed as Exhibit 5.
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EXHIBIT 4
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CAMELOT CORPORATION
1996 Stock Option Incentive Plan
1. PURPOSES. The principal purposes of the 1996 Stock Option Incentive
Plan (the "Plan") are to provide long-term incentives in the form of stock
options to those persons with significant responsibility for the success and
growth of Camelot Corporation and its subsidiaries, affiliates, divisions and
other businesses in which it has a substantial financial interest, to assist the
Company in attracting and retaining key employees on a competitive basis, and to
associate the interests of such employees with those of Camelot `s shareholders.
2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms, when used in this Plan, shall have the meanings set forth
below:
(a) "Common Stock" or "Stock" means Camelot Common Stock, par value
$.010 per share.
(b) "Committee" means the Compensation Committee of the Board of
Directors of Camelot, as appointed from time to time by the Board,
consisting of two or more outside, disinterested members of the Board.
(c) "Company" means Camelot Corporation, its divisions, direct and
indirect subsidiaries, affiliates and other businesses with which it has a
substantial financial interest.
(d) "Fair Market Value" means an amount equal to the mean of the high
and low sales prices for Common Stock as reported on the composite tape for
securities listed on the New York Stock Exchange, on the date in question
(or, if no sales of Stock were made on said Exchange on such date, on the
next preceding day on which sales were made on such Exchange), carried out
to four decimal places.
(e) "Grant Date" means the date an Option is granted under the Plan.
The date of grant of an Option shall be the date as of which the Committee
determines that such Option shall become effective.
(f) "Option" or "Stock Option" means a right granted under the Plan
to purchase a share of Camelot Common Stock at a fixed price for a
specified period of time.
(g) "Option Exercise Price" means the price at which a share of
Common Stock covered by an Option granted hereunder may be purchased.
(h) "Optionee" means an eligible employee of the Company who has
received a Stock Option granted under the Plan.
(i) "Camelot" means Camelot Corporation, a Colorado corporation.
(j) "Retirement" means termination from employment by the Company for
reasons other than death after the employee has fulfilled the requirements
for either a normal, early or disability retirement pension, as defined
under the Company's retirement program applicable to such employee at the
date of termination of employment.
(k) "Totally Disabled" shall have the meaning set forth in the
Company's long-term disability program applicable to U.S. salaried
employees.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee, which shall have all the powers vested in it by the terms of the
Plan, including, but not limited to, authority to determine the persons to be
granted Options under the Plan, to determine the size and applicable terms and
conditions of grants to be made to such persons, to determine the time when
Options will be granted and any conditions which must be satisfied by employees
before an award is made, to amend the exercise price of previously granted
options under the plan, to determine when Options may be exercised and whether
they may be deferred, to determine whether an award should be reduced or
eliminated, and to authorize grants to eligible persons.
The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan as the Committee deems
necessary or advisable. The Committee's interpretations of the Plan, and all
actions taken and determinations made by the Committee concerning any matter
arising under or with respect to the Plan or any Options granted hereunder shall
be final, binding and conclusive on all parties concerned, including, without
limitation, Optionees, the Company, its employees, Camelot and its shareholders.
4. ELIGIBILITY. All Company employees who hold positions graded at Level
12, 13, 14, or 15, or the equivalent, on a Grant Date are eligible to be granted
Options under the Plan. Notwithstanding the foregoing, no employee may be
granted Options which, if exercised in the aggregate, would result in that
employee receiving more than 10% of the maximum number of shares available for
issuance under the Plan unless their exercise price is equivalent to 110% of the
Fair Market Value of the Common Stock on the date of Grant or as later amended
by the Committee.
5. AWARDS. Stock Options will be granted annually in July of each year
in amounts determined from time to time by the Committee. The amounts may vary
by grade level. All Options granted under the Plan shall be evidenced by
agreements containing such terms and conditions (not inconsistent with the Plan)
as the Committee may determine, subject to the following:
(a) Option Exercise Price. The Option Exercise Price shall be equal
to the Fair Market Value of a share of Common Stock on the Grant Date
unless the Optionee shall be granted more than 10% of the maximum number of
shares available for issuance under the Plan in which case the exercise
price shall be equivalent to 110% of the Fair Market Value of the Common
Stock on the date of Grant or as later amended by the Committee..
(b) Term. Unless terminated earlier in accordance with their terms,
Options will expire on the 10th year after the date of their grant.
(c) Exercisability. Options shall vest and become exercisable on
terms as set out in the option grant. Once exercisable, Options may be
exercised until the expiration of their term. Fractional Options may not
be exercised and no fractional shares shall be purchasable or deliverable
under the Plan.
(d) Termination of Employment, Death, Total Disability or Retirement.
All options shall automatically expire upon, and no Option may be exercised
after, the termination of the Optionee's employment with the Company,
provided, however, that if such termination occurs by reason of the
Optionee's death, Total Disability or Retirement, then the Optionee's
designated beneficiary (or, if none, his or her legal representative), in
the event of death, or the Optionee, in the event of Retirement or Total
Disability, shall be vested with and have the right to exercise that
portion of the Options which is in proportion to the Optionee's active
service during the vesting period. Such Options may be exercised during
the remaining term of the Options.
(e) Buy-out of Option Gains. The Committee shall have the right, at
any time, in its sole discretion and without the consent of the holder
thereof, to cancel a Stock Option and pay to the holder the excess of the
Fair Market Valued of the shares covered by such Option over the Option
Exercise Price for such Option as of the date the Committee provides
written notice of its intention to exercise this right. Payments of buy-
out amounts may be made in cash, in shares of Common Stock, or partly in
cash and partly in Common Stock, as the Committee deems advisable.
Payments of any such buy-out amounts shall be made net of any applicable
foreign, federal (including FICA), state and local withholding taxes.
(f) Misconduct. In the event that an Optionee has (i) used for
profit or disclosed to unauthorized persons, confidential information or
trade secrets of the Company, (ii) breached any contract with or violated
any fiduciary obligation to the Company, (iii) engaged in unlawful trading
in the securities of Camelot or of another company based on information
gained as a result of that Optionee's employment with the Company, or (iv)
committed a felony or other serious crime, then that Optionee may, at the
option of the Company, forfeit all rights to any unexercised Options
granted under the Plan and in such event all of that Optionee's outstanding
Options shall automatically terminate and lapse.
(g) Assignment or Transfer. Unless the Committee shall specifically
determine otherwise, during an Optionee's lifetime, his or her Options
shall not be transferable and shall only be exercisable by the Optionee and
any purported transfer shall be null and void. No Option, nor any rights
or interests therein, shall be assignable or transferable except by will or
the laws of descent and distribution.
6. FOREIGN EMPLOYEES. Without amending the Plan, the Committee may grant
Options to eligible employees who are foreign nationals on such terms and
conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes of the Plan, and, in furtherance, of such purposes the Committee may
make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries in
which the Company operates or has employees.
7. EXERCISING OPTIONS. To exercise an Option, the holder thereof shall
give notice of his or her exercise to Camelot or its agent, specifying the
number of shares of Common Stock to be purchased and identifying the specific
Options that are being exercised. From time to time the Committee may establish
procedures relating to effecting such exercises. An Option is exercisable
during an Optionee's lifetime only by the Optionee, provided, however, that in
the event the Optionee is incapacitated and unable to exercise Options, such
Options may be exercised by such Optionee's legal guardian, legal
representative, fiduciary or other representative whom the Committee deems
appropriate based on applicable facts and circumstances.
8. PAYMENT OF OPTION EXERCISE PRICE. The Option Exercise Price for the
Options being exercised must be paid in full at time of issuance of the Common
Stock. Payment may be by means of cash, or at the sole discretion of the
Company, marketable securities or a note. In addition, in order to enable the
Company to meet any applicable foreign, federal (including FICA), state and
local withholding tax requirements, an Optionee shall also be required to pay
the amount of tax to be withheld at the time of exercise. No share of Stock
will be delivered to any Optionee until all such amounts have been paid. The
obligation of Camelot to deliver cash or Common Stock shall be subject to
currency or other restrictions imposed by any government.
9. SHARES OF STOCK SUBJECT TO THE PLAN. The shares that may be delivered
or purchased under the Plan shall not exceed an aggregate of 8,000,000 shares of
Common Stock, subject to any adjustments which may be made pursuant to Section
10 hereof. Shares of Stock used for purposes of the Plan may be either shares
of authorized but unissued Common Stock or treasury shares or both. Stock
covered by Options which have terminated or expired prior to exercise or have
been surrendered or canceled shall be available for further option hereunder.
10. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding shares of Common Stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange of shares or
other similar corporate change, such equitable adjustments may be made in the
Plan and the Options granted hereunder as the Committee determines are necessary
or appropriate, including, if necessary, an adjustment in the number of shares
and Option Exercise Prices per share applicable to Options then outstanding and
in the number of shares which are reserved for issuance under the Plan. Any
such adjustment shall be conclusive and binding for all purposes of the Plan.
11. REGISTRATION, LISTING AND QUALIFICATION OF SHARES. Each Option shall
be subject to the requirement that if at any time the registration, listing or
qualification of the shares covered thereby upon any securities exchange or
under any foreign, federal, state or local law, or the consent or approval of
any governmental regulatory body, is determined to be necessary or desirable as
a condition of, or in connection with, the granting of such Option or the
purchase of shares thereunder, no such Option may be delivered or exercised, as
the case may be, unless and until such registration, listing, qualification,
consent or approval shall have been effected or obtained free of any condition
not acceptable to the Committee. Any person exercising an Option shall make
such representations and agreements and furnish such information as the
Committee may request to assure compliance with the foregoing or any other
applicable legal requirements.
12. NO RIGHTS TO OPTIONS OR EMPLOYMENT. No employee or other person shall
have any claim or right to be granted an Option under the Plan. Having received
an Option under the Plan shall not give an employee any right to receive any
other grant under the Plan. An Optionee shall have no rights to or interest in
any Option except as set forth herein or in the terms and conditions of the
Options. Neither the Plan nor any action take hereunder shall be construed as
giving any employee any right to be retained in the employ of the Company.
13. RIGHTS AS SHAREHOLDER. An Optionee under the Plan shall have no
rights as a holder of Common Stock with respect to Options granted hereunder,
unless and until certificates for shares of Common Stock are issued to such
Optionee.
14. COSTS AND EXPENSES. Except as provided in Sections 5 and 8 hereof
with respect to taxes, the costs and expenses of administering the Plan shall be
borne by Camelot and shall not be charged to any grant nor to any employee
receiving a grant.
15. PLAN UNFUNDED. The Plan shall be unfunded. Except for reserving a
sufficient number of authorized shares to the extent required by law to meet the
requirements of the Plan, Camelot shall not be required to establish any special
or separate fund or to make any other segregation of assets to assure the
delivery of Camelot Common Stock upon exercise of any Option granted under the
Plan.
16. AMENDMENTS. The Committee may at any time terminate or from time to
time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any awards theretofore made
under the Plan. With the consent of affected Optionees, the Committee may amend
outstanding agreements evidencing awards under the Plan in a manner not
inconsistent with the terms of the Plan.
17. OTHER ACTIONS. This Plan shall not restrict the authority of the
Committee or of Camelot, for proper corporate purposes, to grant or assume stock
options, other than under the Plan, to or with respect to any employee or other
person.
18. GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of Texas.
19. EFFECTIVENESS OF THE PLAN. This Plan shall become effective on
October 1, 1996 subject to approval by shareholders at the next annual meeting.
<PAGE>
EXHIBIT 5
<PAGE>
August 27, 1997
Camelot Corporation
17770 Preston Road
Dallas, Texas 75252
Dear Sir or Madam:
As Vice President, General Counsel of Camelot Corporation ("Camelot"), I
have acted as counsel to Camelot in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed today with the Securities
and Exchange Commission in connection with the 200,000 shares of Camelot
Corporation, par value $.010 cents per share (the "shares"), pursuant to the
Camelot Corporation 1996 Stock Option Incentive Plan (the "Plan").
In connection with the opinion set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the shares being registered
pursuant to the Registration Statement to which this opinion is an exhibit, when
sold in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Legal Opinion." In giving this consent, I do not admit that
I am in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Jeanette Fitzgerald
Jeanette Fitzgerald, Esq.
<PAGE>
EXHIBIT 23 (a)
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-8 of
our report, dated July 7, 1997, with respect to the consolidated financial
statements of Camelot Corporation, incorporated by reference in the Annual
Report on Form 10-K and the schedule included in this Annual Report on Form 10-
K for the years ended April 30, 1997, 1996 and 1995 and to the reference to our
Firm under the caption "Experts" in the Prospectus.
/s/ Lane, Gorman,Trubitt L.L.P.
Dallas, Texas
August 27, 1997
