<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1997
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
1992 Directors' 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
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
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
par value $.10 50,000 $5.63 $281,500 $88.00
=====================================================================================
<FN>
(1) The number of shares being registered represents additional shares
authorized under the 1992 Directors' 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 July 7, 1997.
</TABLE>
<PAGE> 2
METATEC CORPORATION 1992 DIRECTORS' STOCK OPTION PLAN
----------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-52700) filed on October 1, 1992, as amended by the contents
of the Registrant's Registration Statement on Form S-8 (Registration No. 33-
80172) 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 July 9, 1997.
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, July 9, 1997
- -------------------------- Chief Executive Officer
Jeffrey M. Wilkins (principal executive
officer), and Director
/s/ Gregory T. Tillar President, Chief Operating July 9, 1997
- -------------------------- Officer, and Director
Gregory T. Tillar
/s/ Julia A. Pollner Vice President, July 9, 1997
- -------------------------- Finance, and Treasurer
Julia A. Pollner (principal financial
and accounting officer)
A. Grant Bowen* Director July 9, 1997
- --------------------------
A. Grant Bowen
E. David Crockett* Director July 9, 1997
- --------------------------
E. David Crockett
Peter J. Kight* Director July 9, 1997
- --------------------------
Peter J. Kight
Jerry D. Miller* Director July 9, 1997
- --------------------------
Jerry D. Miller
James V. Pickett* Director July 9, 1997
- --------------------------
James V. Pickett
<FN>
*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 July 9, 1997
- ----------------------------------
Jeffrey M. Wilkins
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit If Incorporated by reference, document
Number Exhibits with which Exhibit was previously filed
- ------ -------- ---------------------------------------
<S> <C> <C>
4(a) The Registrant's Incorporated herein by reference to Exhibit 3(a) of
Amended and Restated Amendment No. 2 to the Registrant's Registration
Articles of Statement on Form S-1 (File No. 33-60898) filed
Incorporation on June 2, 1993
(b) The Registrant's Incorporated herein by reference to Exhibit 3(b) to the
Amended and Restated Registrant's Registration Statement on Form S-1
By-Laws (File No. 33-60878) filed on April 9, 1993
(c) Form of Share Incorporated herein by reference to Exhibit 4 of
Certificate 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 Exhibit 4(c) of the
1992 Directors' Registrant's Registration Statement on Form S-8
Stock Option Plan (File No. 33-52700) filed on October 1, 1992
(e) Amendment No. 1 to Incorporated herein by reference to Exhibit 4(e) of
Metatec Corporation the Registrant's Registration Statement on
1992 Directors' Stock Form S-8 (File No. 33-80172) filed on June 13, 1994
Option Plan
(f) Amendment No. 2 to Incorporated herein by reference to Exhibit 10(k) of
Metatec Corporation the Registrant's Annual Report on Form 10-K
1992 Directors' for the fiscal year ended December 31, 1995
Stock Option Plan
(g) Amendment No. 3 to Incorporated herein by reference to Exhibit 10(i) of
Metatec Corporation the Registrant's Annual Report on Form 10-K
1992 Directors' for the fiscal year ended December 31, 1995
Stock Option Plan
(h) Amendment No. 4 to Incorporated herein by reference to Exhibit 10(m) of
Metatec Corporation the Registrant's Annual Report on Form 10-K
1992 Directors' for the fiscal year ended December 31, 1996
Stock Option Plan
5 Opinion of Baker & Contained herein
Hostetler LLP
23 (a) Consent of Baker & Contained in Exhibit 5
Hostetler LLP
(b) Consent of Deloitte & Contained herein
Touche LLP
24 Powers of Attorney Incorporated herein by reference to Exhibit 24 of the
Registrant's Registration Statement on Form S-8 (File
No. 333-03125) filed on May 3, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 5
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
July 9, 1997
Metatec Corporation
7001 Metatec Boulevard
Dublin, Ohio 43017
Ladies and 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 50,000 common shares, $0.10 par value, of the Company (the "Shares")
for offer and sale under and pursuant to the Company's 1992 Directors' 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. In rendering this opinion, we have assumed the genuineness, without
independent investigation, of all signatures on all documents examined by us,
the conformity to original documents of all documents submitted to us as
certified or facsimile copies, and the authenticity of all such documents.
Based upon the foregoing, we are of the opinion that the Shares, 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 LLP
BAKER & HOSTETLER LLP
<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 7, 1997, appearing
in the Annual Report on Form 10-K of Metatec Corporation for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
July 9, 1997
