SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHRIS-CRAFT INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
94-1461226
I.R.S. Employer Identification No.
767 Fifth Avenue
New York, New York 10153
(Address of Principal Executive Offices) (Zip Code)
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
(Full Title of the Plan)
Harold I. Kahen, Esq.
Loeb and Loeb
345 Park Avenue
New York, New York 10154
(Name and Address of Agent for Service)
(212) 407-4880
(Telephone Number, including Area Code,
of Agent for Service)
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Interests in $4,000,000(1) -- -- $1,379.32
the Plan
__________________________
(1) Estimated employees' contributions for three years.
Pursuant to Rule 457(h), shares to be purchased with employee
and employer contributions or contributed by the employer
also are being registered.
The prospectus delivered pursuant to this registration statement
shall relate also to registration statements 33-3450 and 33-35354.
<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There is incorporated herein by this reference thereto and made
a part hereof the documents listed in clauses (a) and (b) below and all
documents subsequently filed by the registrant 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 have
been sold or which deregisters all securities then remaining unsold, which
shall be deemed to be incorporated by this reference in this registration
statement and to be a part hereof from the date of filing of such documents.
(a) The registrant's annual report on Form 10-K for the year
ended December 31, 1994 and the annual report on Form 11-K for the year
ended December 31, 1993 of the Chris-Craft Industries, Inc. Employees'
Stock Purchase Plan (the "Plan").
DESCRIPTION OF CAPITAL STOCK
The following description of the Common Stock, par
value $.50 per share ("Common Stock"), of the Class B Common Stock, par
value $.50 per share ("Class B Common Stock"), of the Prior Preferred Stock,
without par value ("Prior Preferred Stock"), of the $1.40 Convertible
Preferred Stock, par value $1.00 per share ("$1.40 Convertible Preferred
Stock"), and of other securities of the Company, the terms of which may
limit or qualify the terms of the securities being registered, is a
summary only and does not purport to be complete. For a complete statement,
reference is made to the provisions of the Restated Certificate of
Incorporation of the Company, which is filed as an exhibit to the
registrant's annual report on Form 10-K, and the following description is
qualified in its entirety by such reference.
The amount of authorized and outstanding capital stock of the
Company is set forth in the Company's Consolidated Balance Sheets and the
accompanying Notes to Consolidated Financial Statements included each year
in the Company's Annual Report to Stockholders (the "Annual Report").
In addition, there are authorized 10,000,000 shares of Preferred
Stock, par value $1.00 per share ("Preferred Stock"), of which none is
outstanding. The Preferred Stock may be issued, without further stockholder
approval, from time to time as a class without series or in one or more
series, with such voting power, designations, preferences, rights,
qualifications, limitations or restrictions, as shall be determined by
the Board of Directors before the issuance thereof. The rights of any
series of Preferred Stock may be superior, equal or subordinate to the
rights of the $1.40 Convertible Preferred Stock.
All outstanding shares are fully paid and non-assessable.
Dividend Rights
Subject to the prior rights to dividends of each of the two
outstanding classes of preferred stock, the holders of Common Stock and
Class B Common Stock are entitled to receive cash dividends as and when
declared by the Board of Directors from funds legally available therefor.
In general, the holders of Class B Common Stock are entitled to receive the
same per share dividends as the holders of Common Stock, except that the
Board of Directors may, in its discretion, declare cash dividends (other
than liquidating dividends) in a greater amount per share on the Common
Stock than on the Class B Common Stock or may declare a cash dividend (other
than a liquidating dividend) on the Common Stock without declaring any such
dividend on the Class B Common Stock. In the case of stock dividends or
stock splits, only Common Stock may be distributed with respect to Common
Stock, and only Class B Common Stock may be distributed with respect to
Class B Common Stock, but such dividends or splits may be made only if made
concurrently and at the same rate per share on the Common Stock and Class B
Common Stock. The holders of Prior Preferred Stock are entitled to receive,
as and when declared, cumulative cash dividends at an annual rate of $1.00
per share. After provision shall have been made for the holders of the
Prior Preferred Stock, holders of the $1.40 Convertible Preferred Stock
are entitled to receive, as and when declared, cumulative cash dividends
at an annual rate of $1.40 per share. No dividends may be paid on the
Common Stock or the Class B Common Stock when dividends on any class
of preferred stock are in arrears. See "Dividend Restrictions."
Liquidation Rights
In the event of a liquidation, dissolution, or winding up of the
affairs of the Company, whether voluntary or involuntary, after the payment
or setting apart for payment to the holders of Prior Preferred Stock and
$1.40 Convertible Preferred Stock of the full preferential amounts to which
such holders are respectively entitled, all of the remaining assets of
Chris-Craft are distributable to the holders of the Common Stock and Class B
Common Stock in equal amounts per share. Accordingly, (i) holders of Prior
Preferred Stock are entitled to receive $21.50 per share, plus cash equal to
cumulative dividends thereon to the end of the quarterly dividend period in
which such distribution or payment is made, and (ii) holders of $1.40
Convertible Preferred Stock are entitled to receive $23 per share, plus cash
equal to cumulative dividends thereon to the end of the dividend period next
preceding the date of such distribution or payment.
Restrictions on Transfer; Conversion Privileges; Voting Rights
The Class B Common Stock is not transferable except to specified
persons ("Permitted Transferees"), entitles its holder to ten votes per
share, and is convertible on a share-for-share basis into transferable
Common Stock, which entitles its holder to one vote per share. At any time
when the total number of shares of Class B Common Stock outstanding and
reserved for issuance upon conversion of the $1.40 Convertible Preferred
Stock and upon exercise of employee stock options falls below 5% of the
total number of shares of Class B Common Stock outstanding and so reserved
immediately following the initial distribution of the Class B Common Stock
(as adjusted for stock splits and stock dividends), all outstanding Class B
Common Stock will automatically be converted into Common Stock.
So long as any Class B Common Stock is outstanding, each share of
Prior Preferred Stock entitles its holder, if he was the holder of such
share on November 10, 1986 or is a Permitted Transferee, to 6.3 votes; the
holder of any share of Prior Preferred Stock transferred after November 10,
1986 (other than a permitted transferee) is entitled to .3 votes. So long
as any Class B Common Stock is outstanding, each share of $1.40 Convertible
Preferred Stock entitles its holder, if he was the holder on November 10,
1986 or is a Permitted Transferee, to convert such share of $1.40
Convertible Preferred Stock into shares of Common Stock and Class B Common
Stock and to the number of votes as shall equal 21 times the number (rounded
to one decimal place) of shares of Common Stock into which such share of
$1.40 Convertible Preferred Stock is directly convertible. The holder of
any share of $1.40 Convertible Preferred Stock transferred after November
10, 1986 (unless the holder is a Permitted Transferee) is entitled to convert
such share into Common Stock and to the number of votes per share that
equals the number of shares of Common Stock into which such share is
convertible. The number of shares of Common Stock or Class B common
Stock into which the $1.40 Convertible Preferred Stock is convertible
is subject to adjustment for Common Stock and Class B Common Stock
dividends and splits declared after November 10, 1986 and is set forth
in the Notes to Consolidated Financial Statements included in the
Annual Reports. Additional requirements apply to the voting of shares
held of record by a broker or a dealer in securities, a bank or voting
trustee or a nominee of any such, or otherwise held of record by a
nominee of the beneficial owner of such share.
Except as set forth below and as required by law, holders of Prior
Preferred Stock, $1.40 Convertible Preferred Stock, Class B Common Stock and
Common Stock have general voting rights and vote together as a single class.
Affirmative votes of the holders of a majority of the outstanding
shares of Common Stock and of the Class B Common Stock, each voting
separately as a class, are required to authorize (i) additional shares of
Class B Common Stock, (ii) modification or repeal of the limitations on
further issuance of Class B Common Stock, or (iii) other amendments to the
Restated Certificate of Incorporation that alter or change the powers,
preferences or special rights of the Class B Common Stock or the Common
Stock so as to affect it adversely.
If at any time dividends upon the Prior Preferred Stock are in
arrears to the extent of $1.50 per share, holders of Prior Preferred Stock
have the right, voting separately as a class, at a special meeting of holders
of Prior Preferred Stock, to elect directors to fill three additional
directorships thereby created and to continue to elect three directors at
each annual meeting of stockholders thereafter so long as any such dividends
remain in arrears. This right, whenever exercisable, is in lieu of all other
voting rights of holders of Prior Preferred Stock with respect to the
election of directors.
If at any time three or more semiannual dividends upon the $1.40
Convertible Preferred Stock, in whole or in part (whether or not
consecutive), have not been paid or provided for, holders of $1.40
Convertible Preferred Stock have the right, voting separately as a class, at
a special meeting of the holders of the $1.40 Convertible Preferred Stock,
to elect directors to fill two additional directorships thereby created, and
to continue to elect two directors at each annual meeting of stockholders
thereafter so long as such three or more semiannual dividends remain in
arrears. This right is in addition to all other voting of holders of $1.40
Convertible Preferred Stock.
Redemption Provisions
Shares of Prior Preferred Stock may be redeemed from time to time by
action of the Board of Directors at $25 per share plus cumulative dividends
to the end of the dividend period in which the date of redemption falls.
Shares of $1.40 Convertible Preferred Stock may be redeemed from time to
time by action of the Board of Directors at $40 per share plus cumulative
dividends to the dividend payment date next preceding the date of
redemption, so long as the net worth of Chris-Craft shall immediately
thereafter be not less than the liquidation preference of the then
outstanding shares of Prior Preferred Stock.
The Common Stock and Class B Common Stock are not redeemable
although they may be repurchased from time to time by action of the Board of
Directors. There is no sinking fund for any outstanding stock of
Chris-Craft.
Preemptive Rights
Holders of Prior Preferred Stock, $1.40 Convertible Preferred Stock,
Class B Common Stock and Common Stock are not entitled as a matter of right
to subscribe for or purchase any stock or other securities of Chris-Craft,
except that holders of $1.40 Convertible Preferred Stock and Class B Common
Stock shall be entitled to receive options or rights granted by Chris-Craft
to the holders of its Common Stock to subscribe for shares of Common Stock or
other securities in the respective amounts to which such holders of Class B
Common Stock and $1.40 Convertible Preferred Stock would be entitled if they
converted their shares of such stock into Common Stock immediately prior to
the date for the determination of the holders of Common Stock entitled to
receive such options or rights.
Noncumulative Voting; Classified Board
Holders of Common Stock, Class B Common Stock, Prior Preferred
Stock, and $1.40 Convertible Preferred Stock do not have cumulative voting
rights for the election of directions. Directors are elected by the
combined vote of the holders of the outstanding classes of stock mentioned
immediately above, weighted as described under Voting Rights, except in the
event of certain dividend arrearages with respect to the Prior Preferred
Stock or the $1.40 Convertible Preferred Stock, in which case special voting
rights for the election of directors are applicable. This means that absent
such arrearages, the holders of more than 50% of the shares voting for the
election of directors (weighted as described above) can elect all of the
directors to be elected at the meeting, if they choose to do so, and, in
such event, the holders of the remaining less than 50% of the shares voting
for the election of directors will not be able to elect any person or
persons to the Board of Directors. At each annual meeting of stockholders,
absent such arrearages, approximately one-third of the entire Board of
Directors is elected for a three-year term.
Dividend Restrictions
The payment of dividends on, and the purchase and redemption of,
Common Stock and Class B Common stock is prohibited by the Company's
Restated Certificate of Incorporation whenever the full dividends on each of
the classes of preference stock for all past dividend periods have not been
paid, and dividends thereon for the current dividend periods have not been
paid or declared and a sum sufficient for the payment of such dividends set
apart.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
provides generally that a corporation shall have the power to indemnify any
person sued as a director, officer, employee or agent of the corporation, or
of another corporation if serving as such at the request of the indemnifying
corporation, in non-derivative suits for expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement if such person acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the indemnifying corporation. In the case of
criminal actions and proceedings, such person must also have had no
reasonable cause to believe his conduct was unlawful. Indemnification of
expenses is authorized in stockholder derivative suits where such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the indemnifying corporation and so long as
he had not been found liable to the indemnifying corporation. Even in this
latter instance, the court may determine that in view of all the
circumstances such person is entitled to indemnification for such expenses
as the court deems proper. A person sued as a director, officer, employee
or agent of a corporation who has been successful in defense of the action
must be indemnified by the corporation against expenses.
The registrant's By-laws include the indemnification provisions
excerpted below:
Article V
Section 1. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (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 attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, 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, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful....
Section 2. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact 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 attorneys' fees) 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 shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation,
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem
proper.
The registrant maintains directors' and officers' liability
insurance for all its directors and officers.
Item 8. EXHIBITS
There are filed as a part of this registration statement, the
exhibits listed in the Exhibit Index.
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 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.
(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 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 offered 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.
(h) 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
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in 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.
<PAGE>
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 New York, State of New York on April , 1995.
CHRIS-CRAFT INDUSTRIES, INC.
(Registrant)
By: WILLIAM D. SIEGEL
Senior Vice President
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of William D. Siegel,
Brian C. Kelly, David C. Fischer, and Harold I. Kahen as his true and lawful
attorney-in-fact and agent, 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 (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite or 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 attorney-in-fact and agent or any of
them, or his substitutes, may lawfully do or cause to be done by virtue
thereof.
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
Herbert J. Siegel Chairman, President and April 27, 1995
Director (principal
executive officer)
William D. Siegel Senior Vice President and April 27, 1995
Director (principal
financial officer)
Joelen K. Merkel Vice President and April 27, 1995
Treasurer (principal
accounting officer)
Evan C Thompson Executive Vice President April 27, 1995
Howard Arvey Director April 27, 1995
Lawrence R. Barnett Director April 27, 1995
T. Chandler Hardwick, III Director April 27, 1995
Jeane J. Kirkpatrick Director April 27, 1995
David F. Linowes Director April 27, 1995
Norman Perlmutter Director April 27, 1995
James J. Rochlis Director April 27, 1995
Alvin R. Rozelle Director April 27, 1995
John C. Siegel Director April 27, 1995
<PAGE>
EXHIBIT INDEX
Location/
Incorporated by Exhibit
Reference to: No. Exhibit
Exhibit 4(C) to amend- 4 Employees' Stock
ment no. 1 to registra- Purchase Plan
tion statement on
Form S-8, Reg. No. 33-
35354
(1) 5 Opinion of Loeb and
Loeb as to legality
of securities being
registered
(1) 23.1 Consent of Price
Waterhouse LLP
(2) 23.2 Consent of Loeb and
Loeb
(3) 24 Power of Attorney
authorizing any of
William D. Siegel,
Brian C. Kelly,
David C. Fischer and
Harold I. Kahen to
sign the registration
statement
(1) Filed herewith
(2) Included in Exhibit 5
(3) Located on Signature Page
Exhibit 5
(212) 407-4827
April 27, 1994
Chris-Craft Industries, Inc.
767 Fifth Avenue, 46th Floor
New York, New York 10054
Dear Sirs:
We refer to the registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, being
filed by Chris-Craft Industries, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission,
relating to interests ("Interests") in the Company Employees'
Stock Purchase Plan (the "Plan") and the shares of Common Stock,
$.50 par value per share, Class B Common Stock, $.50 par value
per share, and $1.40 Convertible Preferred Stock (collectively,
the "Securities").
We have examined the Plan, originals or photocopies or
certified copies of such records of the Company, certificates of
officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified copies or
photocopies, and the authenticity of the originals of such latter
documents.
Based on our examination mentioned above, and relying
upon statements of fact contained in the documents which we have
examined, we are of the opinion that:
(i) The Interests of partcipants in the Plan
will be valid and subsisting, in accordance with the Plan; and
(ii) Securities to be purchased by the Plan trustee,
in accordance with the Plan, if already issued and outstanding, have
been legally issued and are fully paid and nonassessable, or if
issued by the Company in accordance with the Plan, will be legally
issued, fully paid, and nonassessable, provided, however,
that the payment therefor is in any event not less than
the par value of the shares so issued.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
LOEB AND LOEB
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 1995, which
appears on page 15 of the 1994 Annual Report to Shareholders of Chris-Craft
Industries, Inc., which is incorporated by reference in Chris-Craft
Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the incorporation by reference
in this Registration Statement of our report dated April 27, 1994 appearing
on page 4 of the Annual Report of the Chris-Craft Industries, Inc.
Employees' Stock Purchase Plan on Form 11-K for the year ended
December 31, 1993.
PRICE WATERHOUSE LLP
New York, New York
May 12, 1995
