<PAGE> 1
As filed with the Securities and Exchange Commission on December 20, 1996.
Registration No. 333-____________
========================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
--------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOWMAR INSTRUMENT CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Indiana 35-0905052
------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
5080 North 40th Street, Suite 475
Phoenix, Arizona 85018
----------------------
(Address of Principal Executive Offices)
BOWMAR INSTRUMENT CORPORATION
1994 FLEXIBLE STOCK PLAN
------------------------------------
(Full Title of the Plan)
Thomas K. Lanin, President
Bowmar Instrument Corporation
5080 North 40th Street, Suite 475
Phoenix, Arizona 85018
-------------------------------
(Name and address for agent of service)
(602) 957-0271
---------------------------
(Telephone number, including area
code, for agent of service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered(1)/ per share(2)/ offering price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $1.625 $487,500.00 $147.73
stated value $.10
per share
- --------------------------------------------------------------------------------
</TABLE>
Approximate date of proposed commencement of sales pursuant to the Plan: Upon
exercise of stock options after the effective date of this Registration
Statement.
-------------------------
(1)/ Includes such additional indeterminate number of shares as may be
issuable pursuant to the antidilution provisions of the Plan.
(2)/ Calculated in accordance with the provisions of Rule 457(c) using
the average of the high and low sales price of the Registrant's Common Stock as
reported on the American Stock Exchange on December 17, 1996.
2
<PAGE> 3
INTRODUCTION
------------
This Registration Statement on Form S-8 is filed by Bowmar
Instrument Corporation (the "Corporation") relating to 300,000 shares of its
Common Stock, without par value (stated value $.10 per share) ("Common Stock"),
issuable pursuant to the Bowmar Instrument Corporation 1994 Flexible Stock Plan.
The contents of the Corporation's Registration Statement on Form S-8 (File No.
33-62247), as filed with the Securities and Exchange Commission (the
"Commission") on August 30, 1995, are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description
----------- -----------
5 Opinion of Counsel (relating to legality of
securities being registered).
24.1 Consent of Independent Accountants.
24.2 Consent of Counsel (included in Exhibit 5
hereto).
3
<PAGE> 4
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 the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on this 20th day of
December, 1996.
BOWMAR INSTRUMENT CORPORATION
By /s/ Thomas K. Lanin
-------------------
Thomas K. Lanin
President
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas K. Lanin President and Director December 20, 1996
- -------------------
Thomas K. Lanin
/s/ Joseph G. Warren Jr. Vice President Finance, December 20, 1996
- ------------------------ Secretary, Treasurer, Chief
Joseph G. Warren, Jr. Financial and Accounting
Officer
/s/ Edward A. White Chairman of the Board December 20, 1996
- ------------------- and Director
Edward A. White
/s/ Fred N. Gerard Director December 20, 1996
- ------------------
Fred N. Gerard
/s/ Steven P. Matteucci Director December 20, 1996
- -----------------------
Steven P. Matteucci
/s/ Dan L. McGurk Director December 20, 1996
- -----------------
Dan L. McGurk
/s/ Thomas M. Reahard Director December 20, 1996
- ----------------------
Thomas M. Reahard
4
<PAGE> 1
Exhibit 5
<TABLE>
<S> <C> <C>
BRYAN CAVE LLP
ST. LOUIS, MISSOURI LONDON, ENGLAND
WASHINGTON, D.C. 700 THIRTEENTH STREET, N. W. FRANKFURT AM MAIN, GERMANY
NEW YORK, NEW YORK RIYADH, SAUDI ARABIA
KANSAS CITY, MISSOURI WASHINGTON, D. C. 20005-3960 KUWAIT CITY, KUWAIT
OVERLAND PARK, KANSAS DUBAI, UNITED ARAB EMIRATES
PHOENIX, ARIZONA (202) 508-6000 HONG KONG
LOS ANGELES, CALIFORNIA AFFILIATED OFFICE IN BEIJING
SANTA MONICA, CALIFORNIA FACSIMILE: (202) 508-6200
</TABLE>
December 20, 1996
Bowmar Instrument Corporation
5080 North 40th Street, Suite 475
Phoenix, AZ 85018
Re: Bowmar Instrument Corporation Registration Statement on
Form S-8
Gentlemen:
We have acted as counsel for Bowmar Instrument Corporation, an
Indiana corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, on Form S-8 (the "Registration
Statement") of 300,000 shares of the Company's common stock, without par value
(stated value $.10 per share)(the "Common Stock") issuable pursuant to the
Bowmar Instrument Corporation 1994 Flexible Stock Plan (the "Plan") or upon
exercise of stock options granted under the Plan. Such shares of Common Stock
issuable pursuant to the Plan are herein referred to as the "Shares."
As such counsel, we have examined and relied upon originals or
copies, certified or otherwise, identified to our satisfaction, of such
corporate records, agreements, documents and instruments, and certificates of
officers and representatives of the Company, and have made such investigations
of law, as we deemed necessary or appropriate in order to enable us to render
the opinion expressed below.
Based upon the foregoing and in reliance thereon, we are of
the opinion that the Shares have been duly and validly authorized for issuance
and will be, when issued, delivered and paid for pursuant to the terms and
conditions set forth in the Plan and in the options granted thereunder, validly
issued, fully paid and non-assessable.
The opinion stated herein is as of the date hereof, and we
assume no obligation to update or supplement this legal opinion to reflect any
facts or circumstances that may hereafter come to our attention or any changes
in laws that may hereafter occur. This legal opinion is limited to the matters
stated herein and no opinion is implied or may be inferred beyond the matters
expressly stated.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly your
BRYAN CAVE LLP
<PAGE> 1
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Bowmar Instrument Corporation of our report dated November 8, 1996,
except as to the information presented in Note 15 for which the date is December
6, 1996, on our audits of the consolidated financial statements of Bowmar
Instrument Corporation and Subsidiaries as of September 28, 1996 and September
30, 1995 and for each of the three years in the period ended September 28, 1996,
which report is included in the Annual Report on Form 10-K for fiscal year ended
September 28, 1996.
Coopers & Lybrand L.L.P.
Phoenix, Arizona
December 20, 1996
