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As filed with the Securities and Exchange Commission on May 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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K-TRON INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
New Jersey 22-1759452
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Routes 55 and 553
Pitman, New Jersey 08071-0888
(Address of principal executive offices) (Zip Code)
K-TRON INTERNATIONAL, INC.
1996 EQUITY COMPENSATION PLAN
(Full title of the plan)
LEO C. BEEBE
Chief Executive Officer
K-Tron International, Inc.
Routes 55 and 553
Pitman, New Jersey 08071-0888
(Name and address of agent for service)
(609) 589-0500
(Telephone number, including area code, of agent for service)
Copy of all communications to:
EDWARD B. CLOUES, II, ESQ.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 450,000 shares(2) $11.25 $5,062,500 $1,535
par value
================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee, based upon the average of the high and low sales
prices of shares of Common Stock on April 29, 1997, as reported on the
Nasdaq National Market.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers such additional shares as may
hereafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital
adjustments.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents as filed by K-Tron International, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1997.
(c) The description of the Registrant's shares of common
stock, $.01 par value (the "Common Stock"), set forth in the
Registrant's registration statement on Form 8-A, filed by the
Registrant with the Commission on March 19, 1981 to register such
securities under the Exchange Act, as updated by Item 5 of the
Registrant's current report on Form 8-K, dated October 3, 1991.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document that is also incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
Experts.
The consolidated financial statements of the Registrant and its
subsidiaries as of December 28, 1996 and for the years ended December 28, 1996,
December 30, 1995 and December 31, 1994, included in the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 28, 1996, have been
incorporated by reference in this registration statement in reliance upon the
report of Arthur Andersen LLP, independent public accountants, and upon the
authority of such firm as experts in accounting and auditing. Future
consolidated financial statements of the Registrant and the reports thereon of
Arthur Andersen LLP also will be incorporated by reference in this registration
statement in reliance upon the authority of such firm as experts in giving those
reports to the extent such firm has audited those consolidated financial
statements and consented to the use of their reports thereon.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock described
herein has been passed upon for the Company by Morgan, Lewis & Bockius LLP,
Philadelphia, Pennsylvania. Edward B. Cloues, II, a partner of Morgan, Lewis &
Bockius LLP, is a member of the Registrant's Board of Directors and serves as
the Registrant's Secretary. As of May 2, 1997, Mr. Cloues owned 30,000 shares of
Common Stock and options to purchase 10,000 shares of Common Stock, all of which
are currently exercisable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Registrant generally provide for the mandatory
indemnification of directors, officers and other corporate agents to the fullest
extent permitted by the New Jersey Business Corporation Act, as amended
("NJBCA"), as do various indemnification agreements entered into by the Company
and its directors and certain officers.
The NJBCA generally provides that a New Jersey corporation has the
power to indemnify a director, officer or other agent against his or her
expenses and liabilities in connection with any proceedings involving the
director, officer or agent by reason of his or her being or having been such a
director, officer or agent other than proceedings by or in the right of the
corporation, if such director, officer or agent acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and with respect to any criminal proceeding, such
director, officer or agent had no reasonable cause to believe that his or her
conduct was unlawful.
The indemnification and advancement of expenses shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director, officer or agent may be entitled under a certificate of
incorporation, bylaw, agreement, vote of shareholders or otherwise; provided
that no indemnification shall be made to or on behalf of a director, officer or
agent if a judgment or other final adjudication adverse to the director, officer
or agent establishes that his or her acts or omissions (a) were in breach of his
or her duty of loyalty to the corporation or its shareholders, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the director, officer or agent of an improper personal benefit.
In addition, the Registrant's Restated Certificate of Incorporation
provides that directors and officers of the Registrant shall not be personally
liable to the Registrant or its shareholders for damages for breach of any duty
owed to the Registrant or its shareholders, except that a director or officer
shall not be relieved from liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty to the Registrant or its
shareholders, (b) not in good faith or involving a knowing violation of law or
(c) resulting in receipt by such person of an improper personal benefit.
The Registrant has purchased a Directors and Officers indemnity
insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this registration
statement. Where so indicated by footnote, exhibits which were previously filed
are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated in parentheses.
Exhibit
Number Exhibit
- ------ -------
4 Rights Agreement dated as of October 3, 1991 with First
Interstate Bank of Arizona, N.A., as Rights Agent (1) (Exhibit
1)
5* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
24* Power of Attorney (included on signature page of this
registration statement)
99 K-Tron International, Inc. 1996 Equity Compensation Plan, as
amended (2) (Exhibit 10.1)
* Filed herewith.
(1) Filed as an exhibit to report on Form 8-K dated October 3, 1991 File
No. 0-9576 and incorporated herein by reference.
(2) Filed as an exhibit to quarterly report on Form 10-Q for the fiscal
quarter ended September 28, 1996 File No. 0-9576 and incorporated
herein by reference.
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; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs 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
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therein, and the offering of such securities at that time shall 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 that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose
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
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 by 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 and will
be governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
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 Pitman, New Jersey, on the 2nd day of May, 1997.
K-TRON INTERNATIONAL, INC.
By: /s/ Leo C. Beebe
---------------------------------
Leo C. Beebe
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leo C. Beebe and Edward B. Cloues, II and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Leo C. Beebe Chief Executive Officer (principal May 2, 1997
- ----------------------------- executive officer) and Chairman of the
Leo C. Beebe Board of Directors
/s/ Robert L. Weinberg Senior Executive Vice President, Chief May 2, 1997
- ----------------------------- Financial Officer and Treasurer (principal
Robert L. Weinberg financial officer)
/s/ Alan R. Sukoneck Vice President, Chief Accounting and Tax May 2, 1997
- ----------------------------- Officer (principal accounting officer)
Alan R. Sukoneck
/s/ Edward B. Cloues, II Director May 2, 1997
- -----------------------------
Edward B. Cloues, II
/s/ Norman Cohen Director May 2, 1997
- -----------------------------
Norman Cohen
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Richard J. Pinola Director May 2, 1997
- ----------------------------------
Richard J. Pinola
/s/ Hans-Jurg Schurmann Director May 2, 1997
- ----------------------------------
Hans-Jurg Schurmann
/s/ Jean Head Sisco Director May 2, 1997
- ----------------------------------
Jean Head Sisco
/s/ Johannes Wirth Director May 2, 1997
- ----------------------------------
Johannes Wirth
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
24 Power of Attorney (included on signature page of this registration
statement)
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Exhibit 5
May 2, 1997
K-Tron International, Inc.
Routes 55 and 553
Pitman, NJ 08071-0888
Re: K-Tron International, Inc.
Registration Statement on Form S-8
Relating to the K-Tron International, Inc. 1996 Equity Compensation
Plan, as amended
Ladies and Gentlemen:
We have acted as counsel to K-Tron International, Inc., a New Jersey corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 450,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), issuable under the K-Tron International, Inc. 1996
Equity Compensation Plan, as amended (the "Plan"). We have examined such
certificates, records, statutes and other documents as we have deemed relevant
in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination, we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the shares of Common Stock
issuable under the Plan will be, when issued in accordance with the terms of the
Plan, validly issued, fully paid and nonassessable shares of Common Stock.
The opinion set forth above is limited to the New Jersey Business Corporation
Act, as amended.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To K-Tron International, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
February 10, 1997 in K-Tron International, Inc.'s Form 10-K for the year
ended December 28, 1996 and to all references to our firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
May 2, 1997
