As filed with the Securities and Exchange Commission on May 12, 1995
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Certron Corporation
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(Exact name of registrant as specified in its charter)
California 95-2461404
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1545 Sawtelle Boulevard
Los Angeles, California 90025
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(Address of Principal Executive Offices) (Zip Code)
Executive Stock Option Plan
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(Full title of the plan)
Marshall I. Kass
1545 Sawtelle Boulevard
Los Angeles, California 90025
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(Name and address of agent for service)
(310) 914-0200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount
Title of Amount offering aggregate of
securities to to be price per offering registration
be registered registered(1) share (2) price (1)(2) fee (1)(2)
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Common Stock 150,000 $0.96875 $145,312.50 $50.10
(1) The number of shares of Common Stock is the maximum number of additional
shares deliverable upon the exercise of options which have been or may be
granted pursuant to the Executive Stock Option Plan (formerly, the 1989
Stock Option Plan). This Registration Statement also covers such
indeterminable additional number of shares as may become so deliverable
as a result of any future adjustments in accordance with the terms of
said Plan.
(2) Calculated solely for the purpose of determining the registration fee,
and based upon $0.96875 per share, representing the average of the bid
and asked prices for the Common Stock in the over-the-counter market on
May 10, 1995, as reported by NASDAQ.
EXPLANATORY NOTE
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This registration statement on Form S-8 relates to an additional 150,000
shares of the Common Stock of Certron Corporation, a California corporation
(the "Registrant"), subject to the Registrant's Executive Stock Option Plan
(formerly, the 1989 Stock Option Plan; the "Plan"). There is an effective
registration statement on Form S-8, File Number 33-27930, for the balance of
the shares of Common Stock subject to the Plan. The Plan was amended to
increase the number of shares of Common Stock available thereunder from
150,000 to 300,000 shares and to extend the expiration date thereof to January
27, 2005. The contents of such earlier registration statement are hereby
incorporated herein by reference.
Item 8. Exhibits
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Exhibit
Number Description
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5 Opinion and Consent of Counsel
23.1 Consent of Singer, Lewak, Greenbaum &
Goldstein, Independent Accountants
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors
-1-
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 Los Angeles, State of California, on
May 12, 1995.
CERTRON CORPORATION
By: s/MARSHALL I. KASS
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Marshall I. Kass,
Chairman of the Board,
Chief Executive Officer and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,this
Registration Statement has been signed by the followingpersons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board,
Chief Executive Officer,
Chief Operating Officer
and Director (Principal
s/MARSHALL I. KASS Executive Officer) May 12, 1995
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Marshall I. Kass
s/MICHAEL S. KASS Vice President and Director May 12, 1995
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Michael S. Kass
Executive Vice President
s/JONATHAN F. KASS and Director May 12, 1995
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Jonathan F. Kass
Secretary, Treasurer and
Director (Principal
s/SUSAN K. RUBIEN Accounting Officer) May 12, 1995
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Susan K. Rubien
- ----------------- Director
Allan H. Kurtzman
- ----------------- Director
Eric J. Lomas
s/JESSE A. LOPEZ Controller May 12, 1995
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Jesse A. Lopez
-2-
EXHIBIT INDEX
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Exhibit
Number Description
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5 Opinion and Consent of Counsel
23.1 Consent of Singer, Lewak, Greenbaum &
Goldstein, Independent Accountants
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors
[LETTERHEAD]
May 10, 1995
Certron Corporation
1545 Sawtelle Boulevard
Los Angeles, California 90025
Gentlemen:
This firm has acted as counsel for Certron Corporation, a California
corporation (the "Company"), in connection with the registration on Form S-8
under the Securities Act of 1933, as amended, of an additional 150,000 shares
of the Common Stock of the Company to be issued to certain persons upon the
exercise of options to be granted pursuant to the Company's Executive Stock
Option Plan (formerly, the 1989 Stock Option Plan; the "Plan").
We have examined the proceedings heretofore taken by the Company with
respect to the adoption of the Plan and the amendment to the Plan to increase
the number of shares of Common Stock covered thereby. It is our opinion that
the additional 150,000 shares of Common Stock to be issued upon the exercise
of stock options granted pursuant to the Plan will, when issued in accordance
with the terms thereof, be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8.
Respectfully submitted,
SANDERS, BARNET, GOLDMAN,
SIMONS & MOSK, A PROFESSIONAL
CORPORATION
By: s/Irwin G. Barnet
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Irwin G. Barnet
EXHIBIT 5
Consent of Independent Certified Public Accountants
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We have issued our report dated January 18, 1995 accompanying the consolidated
financial statements of Certron Corporation and Subsidiary appearing in the
1994 Annual Report of the Company to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-K for the year ended
October 31, 1994, which are incorporated by reference in this Registration
Statement on Form S-8. We consent to the incorporation by reference in the
Registration Statement on Form S-8 of the aforementioned report.
S/Singer,Lewak, Greenbaum & Goldstein
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Singer, Lewak, Greenbaum & Goldstein
Los Angeles, California
May 10, 1995
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Certron Corporation on Form S-8 of our report dated January 12, 1994,
appearing in the Annual Report on Form 10-K of Certron Corporation for the
year ended October 31, 1994.
s/Deloitte & Touche LLP
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Deloitte & Touche LLP
May 9, 1995
EXHIBIT 23.2
