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As filed with the Securities and Exchange Commission on June 1, 1999
Registration No. 33-71080
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
under the
Securities Act of 1933
METATEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Ohio 31-1647405
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
</TABLE>
7001 Metatec Boulevard
Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
Metatec International, Inc.
1990 Stock Option Plan
(Full title of the plan)
Jeffrey M. Wilkins, Chairman, President 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)
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Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "1933 Act"), Metatec International, Inc., an Ohio corporation ("Metatec
International" or the "Registrant"), as successor issuer to Metatec Corporation,
a Florida corporation ("Metatec Corporation"), hereby adopts this Registration
Statement, as amended, for all purposes under the 1933 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"). See "Description of the
Transaction" herein.
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 shall become effective upon filing with the Securities and Exchange
Commission pursuant to Rule 464 under the 1933 Act.
DESCRIPTION OF TRANSACTION
On April 20, 1999, the shareholders of Metatec Corporation approved a
proposal to change Metatec Corporation's state of incorporation from Florida to
Ohio through a merger of Metatec Corporation with and into Metatec
International, a wholly owned subsidiary of Metatec Corporation. Metatec
International was the surviving entity in the merger, which became effective on
April 30, 1999.
Metatec International succeeded to all of the business, properties,
assets and liabilities of Metatec Corporation, and all of the directors,
officers, and employees of Metatec Corporation became directors, officers, and
employees of Metatec International. There was no change in the business,
management, location of the principal executive offices or other facilities,
capitalization, assets, or liabilities of Metatec Corporation. Nor was there any
change in Metatec Corporation's employee benefit plans and arrangements. Metatec
International assumed and will continue these benefit plans and arrangements.
All of the common shares, $.10 par value, of Metatec Corporation were
converted, without any action on the part of the holders of such shares, into an
equal number of fully paid and non-assessable common shares, without par value,
of Metatec International. These common shares continue to be traded on the
Nasdaq National Market System under the symbol "META." In addition, each holder
of a certificate representing common shares of Metatec Corporation is deemed for
all purposes to be the holder of the number of common shares of Metatec
International into which the common shares of Metatec Corporation were
converted.
The Registrant expressly adopts, as of April 30, 1999, Metatec
Corporation's Registration Statement on Form S-8 (Registration No. 33-48022)
filed on May 28, 1992, as amended by the contents of (i) Metatec Corporation's
Registration Statement on Form S-8 (Registration No. 33-71080) filed on October
29, 1993, (ii) Metatec Corporation's Registration Statement on Form S-8
(Registration No. 33-80170) filed on June 13, 1994, and (iii) Metatec
Corporation's Registration Statement on Form S-8 (Registration No. 333-03125)
filed on May 3, 1996, each of which relates to the 1990 Stock Option Plan, as
the Registrant's own registration statement for all purposes of the 1933 Act and
the 1934 Act.
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ITEM 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-48022) 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, the Registrant's Registration Statement on Form S-8
(Registration No. 33-80170) filed on June 13, 1994, and the Registrant's
Registration Statement on Form S-8 (Registration No. 333-03125) filed on May 3,
1996, are hereby incorporated by reference in this registration statement.
The following documents have been filed with the Securities Exchange
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Metatec Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) Metatec Corporation's Quarterly Report on Form 10-Q for the first
quarter ended March 31, 1999;
(c) Metatec Corporation's Current Report on Form 8-K filed April 26,
1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
common shares offered have been sold or which deregisters all such common shares
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be 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 amended, to constitute
a part of this Registration Statement.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to
indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article 6 of the Registrant's Code of Regulations provides for
indemnification of directors, officers and others and the purchase and
maintenance of liability insurance by the Registrant, as follows:
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The Registrant 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, by reason of the fact that he is or was a director,
officer, employee, or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
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 provided that: (a) he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant; (b) with respect to
any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful; and (c) in any action or suit by or
in the right of the Registrant, no indemnification shall be made with
respect to any amounts paid with respect to (i) 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
Registrant unless and only to the extent that the Court of Common Pleas
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 as the court of
common pleas or such other court shall deem proper; or (ii) any such
actions or suits in which the only liability asserted against a
director is pursuant to section 1701.95 of the Ohio Revised Code. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Registrant, and
with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as
such, whether or not the Registrant would have the power to indemnify
him against such liability under this Article or under Chapter 1701,
Ohio Revised Code.
The Registrant has purchased directors and officers liability
insurance, which provides for indemnification of directors and officers against
certain liabilities. The Registrant has also entered into indemnification
agreements with its directors that generally require the
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Registrant, subject to any limitations on the maximum permissible
indemnification that may exist at law, to indemnify a director against claims
that arise as a result of his or her capacity as a director, officer, employee,
or agent of the Registrant.
The Registrant's 1990 Stock Option Plan, as amended, and 1992
Directors' Stock Option Plan, as amended, each provides that each member of the
Board of Directors or the Compensation Committee of the Board of Directors shall
be indemnified by the Registrant against all costs and expenses reasonably
incurred by him or her in connection with any action, suit, or proceeding to
which he or she may be a party by reason of any action taken or failure to act
under or in connection with such plan or any option granted under such plan, and
against all amounts paid by him or her in satisfaction of a judgment in any such
action, suit, or proceeding, if he or she 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
Registrant. These indemnification provisions are in addition to the
indemnification provided under the Registrant's Code of Regulations and the
Indemnification Agreements described above, but such provisions are to be
construed in a manner consistent with applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
No. Exhibit Description
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4(a). The Registrant's Amended and Restated Articles of Incorporation.
4(b). The Registrant's Code of Regulations.
4(c). The Registrant's Form of Share Certificate
4(d). The Registrant's 1990 Stock Option Plan, as amended by Amendment
No. 1 to the 1990 Stock Option Plan
4(e). Amendment No. 2 to the Registrant's 1990 Stock Option Plan.
4(f). Amendment No. 3 to the Registrant's 1990 Stock Option Plan.
4(g). Amendment No. 4 to the Registrant's 1990 Stock Option Plan.
4(h). Amendment No. 5 to the Registrant's 1990 Stock Option Plan.
4(i). Amendment No. 6 to the Registrant's 1990 Stock Option Plan.
23 Consent of Deloitte & Touche LLP
24. Powers of Attorney
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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 1933 Act:
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under the 1933
Act, 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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.
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(c) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dublin,
State of Ohio, on May 27, 1999.
METATEC INTERNATIONAL, INC.
By /s/ Jeffrey M. Wilkins
-----------------------------------
Jeffrey M. Wilkins, Chairman of
the Board, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
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NAME TITLE DATE
---- ----- ----
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/s/ Jeffrey M. Wilkins Chairman of the Board, President,
- ----------------------- and Chief Executive Officer
Jeffrey M. Wilkins (principal executive officer), and May 27, 1999
Director
/s/ Julia A. Pollner Senior Vice President, Finance,
- ---------------------- Secretary, and Treasurer (principal
Julia A. Pollner financial officer and principal
accounting officer)
May 27, 1999
A. Grant Bowen* Director May 27, 1999
- -----------------
A. Grant Bowen
Joseph F. Keeler* Director May 27, 1999
- -----------------
Joseph F. Keeler
Peter J. Kight* Director May 27, 1999
- -----------------
Peter J. Kight
Jerry D. Miller* Director May 27, 1999
- -----------------
Jerry D. Miller
James V. Pickett* Director May 27, 1999
- -----------------
James V. Pickett
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*The undersigned hereby executes this Post-Effective Amendment No. 1 to the
Registration Statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and
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filed as an exhibit to this Post-Effective Amendment No. 1 to the Registration
Statement.
/s/ Jeffrey M. Wilkins
-------------------------
Jeffrey M. Wilkins
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EXHIBIT INDEX
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If Incorporated by reference,
document with which Exhibit
Exhibit Number Exhibits was previously filed
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4(a) The Registrant's Amended and Restated Incorporated herein by reference to Exhibit
Articles of Incorporation 4(a) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(b) The Registrant's Code of Regulations Incorporated herein by reference to Exhibit
4(b) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(c) The Registrant's Form of Share Incorporated herein by reference to Exhibit
Certificate 4(c) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(d) The Registrant's 1990 Stock Option Incorporated herein by reference to Exhibit
Plan, as amended by Amendment No. 1 to 4(d) of the Registrant's Registration
the 1990 Stock Option Plan Statement on Form S-8 (File No. 33-48022)
filed on May 28, 1992
4(e) Amendment No. 2 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 4(d) of the Registrant's Registration
Statement on Form S-8 (File No. 33-71080)
filed on October 29, 1993
4(f) Amendment No 3 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 4(f) of the Registrant's Registration
Statement on Form S-8 (File No. 33-80170)
filed on June 13, 1994
4(g) Amendment No. 4 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 10(h) of the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1995
4(h) Amendment No. 5 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 10(i) of the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1997
4(i) Amendment No. 6 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 4(i) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
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<TABLE>
<CAPTION>
If Incorporated by reference,
document with which Exhibit
Exhibit Number Exhibits was previously filed
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23 Consent of Deloitte & Touche LLP Contained herein
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
June 1, 1999.
</TABLE>
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-71080 of Metatec International, Inc. on
Form S-8 of our reports dated February 25, 1999, appearing and incorporated by
reference in the Annual Report on Form 10-K of Metatec Corporation for the year
ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Columbus, Ohio
May 27, 1999
