As filed with the Securities and Exchange Commission on December 4, 1997
SEC Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ENGINEERING MEASUREMENTS COMPANY
(Exact name of registrant as specified in its charter)
Colorado 84-0572936
(State or other Juris- (IRS Employer
diction of incorporation) Identification Number)
600 Diagonal Highway
Longmont, CO 80501
(Address of Principal Executive
Offices, including Zip Code)
1997 INCENTIVE PLAN
(Full title of the plan)
John Thompson
Engineering Measurements Company
P.O. Box 5000
600 Diagonal Highway
Longmont, CO 80501
(303) 651-0550
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to
Laurie P. Glasscock, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Amount maximum aggregrate Amount of
Title of securities to be offering price offering registration
to be registered registered per share (1) price (1) fee
______________________________________________________________________________
Common Stock
(No Par Value) 500,000 $5.25 $2,625,000.00 $889.83
(1) Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the last sale price for the Registrant's
Common Stock as quoted on the NASDAQ National Market System on December 2,
1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and all other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all the Common Stock offered hereby has been sold or which
deregisters all such Common Stock then remaining unsold, are hereby incorporated
herein by reference to be a part of this Registration Statement from the date of
filing such documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933;
(b) The Company's latest annual report on Form 10-K filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual reports referred to in (b) above;
(d) The description of the Common Stock which is contained in the Company's
Registration Statement No. 333-83166-D filed under the Securities Act of 1933;
(e) Articles of Incorporation and By-laws filed as Exhibits 2.1 and 2.2,
respectively, to Registrant's Registration No. 2-69601 filed with the
Commission; and
(f) Articles of amendment to Articles of Incorporation as filed as Exhibit
3-1 to Registrant's 10-K for the fiscal year ended April 30, 1988 filed with
the Commission.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation and Bylaws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Colorado law 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, by reason of the
fact that he or she is or was a director or officer of the Company or is or was
serving at the request of the Company in any capacity and in any other
corporation, partnership, joint venture, trust or other enterprise. The
Colorado Business Corporation Act (the "Colorado Act") permits the Company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer or
director acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company or, if such officer or director was not
acting in an official capacity for the Company, he or she reasonably believed
the conduct was not opposed to the best interests of the Company.
Indemnification is mandatory if the officer or director was wholly successful,
on the merits or otherwise, in defending such proceeding. Such indemnification
(other than as ordered by a court) shall be made by the Company only upon a
determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct. Advances for such
indemnification may be made pending such determination. Such determination
shall be made by a majority vote of a quorum consisting of disinterested
directors or of a committee of at least two disinterested directors, or by
independent legal counsel or by the shareholders.
<PAGE>
In addition, the Articles of Incorporation provide for the elimination, to the
extent permitted by Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as directors. The Colorado Act provides for the elimination of personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on the director's duty of loyalty to the Company,
liability for acts or omissions not made in good faith, liability for acts or
omissions involving intentional misconduct, liability based on payments of
improper dividends, liability based on violations of state securities laws, and
liability for acts occurring prior to the date such provision was added.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included in Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
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 and 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 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 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.
(c) (1) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee. If the last fiscal year of the registrant has ended within 120 days
prior to the use of the prospectus, the annual report of the registrant for the
preceding fiscal year may be so delivered, but within such 120 day period the
annual report for the last fiscal year will be furnished to each such employee.
(2) The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Longmont, State of
Colorado, on the 3rd day of December, 1997.
ENGINEERING MEASUREMENTS COMPANY
By: /s/Charles E. Miller
Charles E. Miller, CEO and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Charles E. Miller Chief Executive Officer, December 3, 1997
Charles E. Miller President, Chairman of the
Board, and Director
/s/Walter Kluck Director December 3, 1997
Walter Kluck
/s/Thomas G. Miller Director December 3, 1997
Thomas G. Miller, M.D
/s/William A. Ringer Director December 3, 1997
William A. Ringer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C.
(included in Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
<PAGE>
December 2, 1997
Board of Directors
Engineering Measurements Co.
600 Diagonal Highway
Longmont, CO 80501
Re: Registration Statement on Form S-8
1997 Incentive Plan
Gentlemen:
We are counsel for Engineering Measurements Co., a Colorado corporation (the
"Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, pursuant to the Securities Act of 1933, as amended. The
Registration Statement covers a proposed offering of 500,000 shares of the
Company's Common Stock to be issued pursuant to the 1997 Incentive Plan.
In connection with our representation of the Company, we are of the opinion
that:
1. The Company has been duly incorporated under Colorado law, and is validly
existing as a corporation in good standing under the laws of that state.
2. The 500,000 shares of Common Stock proposed to be sold pursuant to this
offering will, upon the purchase, receipt of full payment, issuance and
delivery of such shares in accordance with the terms of the offering
described in the Registration Statement, be duly and validly authorized,
legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Laurie P. Glasscock, Esq.
Laurie P. Glasscock, Esq.
LPG/rdm
cc: Mr. John Thompson,
Engineering Measurements Co.
G. James Williams, Jr., Esq.
NASDAQ
EXHIBITS 5.1 & 23.1
<PAGE>
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated June 13, 1997, accompanying the financial
statements of Engineering Measurements Company appearing in the Annual Report
of the Company to its shareholders included in the Annual Report on Form 10-KSB
for the year ended April 30, 1997, which are incorporated by reference in the
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.
/s/ Grant Thornton LLP
Grant Thornton LLP
Denver, Colorado
November 18, 1997
EXHIBIT 23.2
