<PAGE> 1
As filed with the Securities and Exchange Commission on May 3, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
under the
Securities Act of 1933
METATEC CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-1698890
(State or other jurisdiction of (IRS Employer Identifica-
incorporation or organization) tion Number)
7001 Metatec Boulevard
Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
Metatec Corporation
1990 Stock Option Plan
(Full title of the plan)
Jeffrey M. Wilkins, Chairman and
Chief Executive Officer
7001 Metatec Boulevard
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 761-2000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered(1) share(2) price(2) fee
- ------------------------------------------------------------------------------------------
Common Shares, $.10
<S> <C> <C> <C> <C>
par value 500,000 $12.25 $6,125,000 $2,112.07
==========================================================================================
</TABLE>
(1) The number of shares being registered represents additional shares
authorized under the 1990 Stock Option Plan and not previously
registered. In addition, pursuant to Rule 416(a) under the Securities Act
of 1933, as amended, this Registration Statement also includes an
indeterminable number of additional shares that may become issuable
pursuant to antidilution adjustment provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) on the basis of the average of
the high and low sale prices for the Registrant's Common Shares in the
Nasdaq National Market system on April 30, 1996.
<PAGE> 2
METATEC CORPORATION 1990 STOCK OPTION PLAN
______________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-84022) filed on May 28, 1992, as amended by the contents
of the Registrant's Registration Statement on Form S-8 (Registration No.
33-71080) filed on October 29, 1993, and the Registrant's Registration
Statement on Form S-8 (Registration No. 33-80170) filed on June 13, 1994, are
hereby incorporated by reference in this registration statement.
<PAGE> 3
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 Dublin, State of Ohio, on May 2, 1996.
METATEC CORPORATION
By /s/ Jeffrey M. Wilkins
-------------------------------------
Jeffrey M. Wilkins, Chairman of the
Board and 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
dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Jeffrey M. Wilkins Chairman of the Board, May 2, 1996
- ------------------------ Chief Executive Officer
Jeffrey M. Wilkins (principal executive
officer), and Director
/s/ Gregory T. Tillar President, Chief Operating May 2, 1996
- ------------------------ Officer, and Director
Gregory T. Tillar
/s/ William H. Largent Executive Vice President, May 2, 1996
- ------------------------ Secretary, Treasurer and
William H. Largent Chief Financial Officer
(principal financial officer
and principal accounting officer),
and Director
A. Grant Bowen* Director May 2, 1996
- ------------------------
A. Grant Bowen
E. David Crockett* Director May 2, 1996
- ------------------------
E. David Crockett
Peter J. Kight* Director May 2, 1996
- ------------------------
Peter J. Kight
Jerry D. Miller* Director May 2, 1996
- ------------------------
Jerry D. Miller
James V. Pickett* Director May 2, 1996
- ------------------------
James V. Pickett
</TABLE>
*The undersigned hereby executes this registration statement on behalf of each
of the indicated directors of the Registrant pursuant to powers of attorney
executed by such directors and filed as an exhibit to this registration
statement.
/s/ Jeffrey M. Wilkins
-----------------------------
Jeffrey M. Wilkins
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
If Incorporated by reference,
Exhibit document with which Exhibit
Number Exhibits was previously filed
- ------ -------- -----------------------------
<S> <C> <C>
4(a) The Registrant's Incorporated herein by reference
Amended and Restated to Exhibit 3(a) of Amendment No. 2
Articles of to the Registrant's Registration
Incorporation Statement on Form S-1 (File No.
33-60878) filed on June 2, 1993
(b) The Registrant's Incorporated herein by reference to
Amended and Restated Exhibit 3(b) to the Registrant's
By-Laws Registration Statement on Form S-1
(File No. 33-60878) filed on
May 9, 1993
(c) Form of Share Incorporated herein by reference to
Certificate Exhibit 4 of Amendment No. 2 to the
Registrant's Registration Statement on
Form S-1 (File No. 33-60878) filed on
June 2, 1993
(d) Metatec Corporation Incorporated herein by reference to
1990 Stock Option Exhibit 4(d) of the Registrant's
Plan, as amended Registration Statement on Form S-8
(File No. 33-84022) filed on
May 28, 1992
(e) Amendment No. 2 to Incorporated herein by reference to
Metatec Corporation Exhibit 4(d) of the Registrant's
1990 Stock Option Registration Statement on Form S-8
Plan (File No. 33-71080) filed on
October 29, 1993
(f) Amendment No. 3 to Incorporated herein by reference to
Metatec Corporation Exhibit 4(f) of the Registrant's
1990 Stock Option Registration Statement on Form S-8
Plan (File No. 33-80170) filed on June 13,
1994
(g) Amendment No. 4 to Incorporated herein by reference to
Metatec Corporation Exhibit 10(h) of the Registrant's
1990 Stock Option Annual Report on Form 10-K for the
Plan fiscal year ended December 31, 1995
5 Opinion of Baker & Hostetler Contained herein
23 (a) Consent of Baker & Hostetler Contained in Exhibit 5
(b) Consent of Deloitte Contained herein
& Touche LLP
24 Powers of Attorney Contained herein
</TABLE>
<PAGE> 1
EXHIBIT 5
---------
OPINION OF BAKER & HOSTETLER
<PAGE> 2
May 2, 1996
Metatec Corporation
7001 Metatec Boulevard
Dublin, Ohio 43017
Gentlemen:
We are acting as counsel to Metatec Corporation, a Florida corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, to register
an additional 500,000 common shares, $0.10 par value, of the Company (the
"Shares") for offer and sale under and pursuant to the Company's 1990 Stock
Option Plan, as amended (the "Plan").
In connection therewith, we have examined the Company's Articles of
Incorporation, as amended, the Company's By-Laws, as amended, and the records,
as exhibited to us, of the corporate proceedings of the Company; a copy of the
Plan; and such other documents and records, including certificates from
officers of the Company and others, as we considered necessary for purposes of
this opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation validly existing under the laws of
Florida; and
(2) The Shares have been duly authorized and, when sold and paid for in the
manner contemplated by the Plan, will have been validly issued and will
be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Baker & Hostetler
BAKER & HOSTETLER
<PAGE> 1
EXHIBIT 23(a)
-------------
CONSENT OF BAKER & HOSTETLER
Contained in Exhibit 5.
<PAGE> 1
EXHIBIT 23(b)
-------------
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Metatec Corporation on Form S-8 of our reports dated February 9, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Metatec Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Columbus, Ohio
May 2, 1996
<PAGE> 1
EXHIBIT 24
----------
POWERS OF ATTORNEY
<PAGE> 2
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes and
appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full
power of each of them to act alone), 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 Registration
Statements on Form S-8 and any and all amendments thereto (including
post-effective amendments) to register under the Securities Act of 1933, as
amended (the "1933 Act"), any common shares, $.10 par value (the "Shares"), of
Metatec Corporation, a Florida corporation (the "Company"), and to a sign
Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, 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 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 attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ A. Grant Bowen
------------------------------
A. Grant Bowen
<PAGE> 3
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes and
appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full
power of each of them to act alone), 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 Registration
Statements on Form S-8 and any and all amendments thereto (including
post-effective amendments) to register under the Securities Act of 1933, as
amended (the "1933 Act"), any common shares, $.10 par value (the "Shares"), of
Metatec Corporation, a Florida corporation (the "Company"), and to a sign
Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, 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 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 attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ E. David Crockett
------------------------------
E. David Crockett
<PAGE> 4
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes and
appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full
power of each of them to act alone), 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 Registration
Statements on Form S-8 and any and all amendments thereto (including
post-effective amendments) to register under the Securities Act of 1933, as
amended (the "1933 Act"), any common shares, $.10 par value (the "Shares"), of
Metatec Corporation, a Florida corporation (the "Company"), and to a sign
Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, 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 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 attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ Peter J. Kight
------------------------------
Peter J. Kight
<PAGE> 5
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes and
appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full
power of each of them to act alone), 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 Registration
Statements on Form S-8 and any and all amendments thereto (including
post-effective amendments) to register under the Securities Act of 1933, as
amended (the "1933 Act"), any common shares, $.10 par value (the "Shares"), of
Metatec Corporation, a Florida corporation (the "Company"), and to a sign
Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, 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 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 attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ Jerry D. Miller
------------------------------
Jerry D. Miller
<PAGE> 6
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes and
appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full
power of each of them to act alone), 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 Registration
Statements on Form S-8 and any and all amendments thereto (including
post-effective amendments) to register under the Securities Act of 1933, as
amended (the "1933 Act"), any common shares, $.10 par value (the "Shares"), of
Metatec Corporation, a Florida corporation (the "Company"), and to a sign
Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, 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 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 attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ James V. Pickett
------------------------------
James V. Pickett
<PAGE> 7
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes and
appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full
power of each of them to act alone), 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 Registration
Statements on Form S-8 and any and all amendments thereto (including
post-effective amendments) to register under the Securities Act of 1933, as
amended (the "1933 Act"), any common shares, $.10 par value (the "Shares"), of
Metatec Corporation, a Florida corporation (the "Company"), and to a sign
Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, 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 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 attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ Gregory T. Tillar
------------------------------
Gregory T. Tillar
