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As filed with the Securities and Exchange Commission on August 5, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Vernitron Corporation
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(Exact name of registrant as specified in its charter)
Delaware 11-1962029
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
645 Madison Avenue, New York, NY 10022
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(Address of principal executive offices and zip code)
Vernitron Corporation Long-Term Stock Incentive Plan
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(Full title of the plan)
Elliot N. Konopko
Vernitron Corporation
645 Madison Avenue
New York, NY 10022
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(Name and address of agent for service)
(212) 593-7900
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock
90,000 shares $9.15 $823,500 $283.96
$0.01 par value
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to employees of the Registrant as required by Rule
428(b)(1) promulgated under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission) (File No. 0-16182) are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 1995.
(b) (1) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(b) (2) Registrant's Form 8-K, dated April 26, 1996.
(b) (3) Registrant's Form 8-K, dated May 7, 1996.
(b) (4) Registrant's Proxy Statement, dated June 17, 1996.
(c) Description of the Registrant's Common Stock contained in the
Registrant's Form 8-A, dated August 8, 1991, as amended.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part thereof from the date of filing of such
documents.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The opinion regarding the legality and validity of securities to be issued
is being rendered by Elliot N. Konopko, Vice President and General Counsel of
the Company, who is a participant in the Vernitron Corporation Long-Term Stock
Incentive Plan and holds options granted thereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") grants each corporation organized thereunder, such as the Registrant,
the power to indemnify its directors and officers against liabilities for
certain of their acts. Section 7(a) of the Registrant's Certificate of
Incorporation provides for indemnification of directors and officers of the
Registrant to the extent permitted by Section 145. Section 102(a)(7) of the
DGCL permits a provision in the certificate of incorporation of each corporation
organized thereunder, such as the Registrant, eliminating or limiting, with
certain exceptions, the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Section 7(b) of the Certificate of Incorporation of the Registrant
eliminates the liability of directors to the extent permitted by Section
102(a)(7). The Registrant has also entered into indemnification agreements with
its officers and directors. The Registrant also maintains a directors' and
officers' insurance policy which is designed, among other things, to reimburse
the Registrant for any payments made by it pursuant to the foregoing
indemnification obligations of the Registrant. Such policy provides for
coverage of $5,000,000.
The Plan provides that the members of the committee administering the Plan
shall be indemnified by the Company against certain liabilities and expenses
arising out of the performance by such persons of their duties in such
capacities.
The foregoing statements are subject to the detailed provisions of Section
102(a)(7) of the DGCL, Sections 7(a) and (b) of the Certificate of Incorporation
of the Registrant and such agreements, policies and documents, as applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
4(a) Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 1 to the
Registrant's Report on Form 8-A, dated August 8, 1991,
as amended ("Form 8-A"))
4
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4(b) Registrant's By-laws (incorporated by reference to Exhibit
2 to the Form 8-A.)
5 Opinion of counsel with respect to the securities being
registered.
23 Consent of counsel (contained in Exhibit 5).
24 (a) Power of Attorney. See signature pages to this Registration
Statement.
24(b) Consent of Arthur Andersen 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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(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;
(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 the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated be reference 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 the time shall be deemed to be the initial bona
fide offering thereof.
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(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) 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 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 Act and will
be governed by the final adjudication of such issue.
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EXHIBIT INDEX
The following exhibits are filed with or incorporated by reference into
this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION PAGE
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4(a) Registrant's Restated Certificate of N/A
Incorporation (incorporated by reference
to Exhibit 1 to the Registrant's Report
on Form 8-A filed on August 8, 1991
("Form 8-A").)
4(b) Registrant's By-laws (incorporated by N/A
reference to Exhibit 2.)
5 Opinion of counsel with respect to the 10
securities being registered.
23 Consent of counsel (contained in Exhibit 5). N/A
24(a) Power of Attorney. See signature pages N/A
to this Registration Statement.
24(b) Consent of Arthur Andersen 11
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SIGNATURES
THE REGISTRANT. 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 the 5th day of
August 1996.
VERNITRON CORPORATION
By: /s/Stephen W. Bershad
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Stephen W. Bershad
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Elliot N. Konopko, 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 attorneys-in-fact and agents, and each of them, 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 attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
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 date(s) indicated.
Date: August 5, 1996 /s/Stephen W. Bershad
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Stephen W. Bershad
Director, Chairman of the Board
and Chief Executive Officer
Date: August 5, 1996 /s/Anthony J. Fiorelli, Jr.
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Anthony J. Fiorelli, Jr.
Director
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Date: August 5, 1996 /s/Eliot M. Fried
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Eliot M. Fried
Director
Date: August 5, 1996 /s/Raymond F. Kunzmann
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Raymond F. Kunzmann
Vice President - Finance and
Controller
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EXHIBIT 5
August 5, 1996
Vernitron Corporation
645 Madison Avenue
New York, NY 10022
Re: Registration Statement on Form S-8:
Vernitron Corporation Long-Term Stock Incentive Plan
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Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Vernitron Corporation
(the "Company"). The opinion relates to the registration under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of an aggregate of up to 90,000 shares (the "Shares")
of the Company's authorized common stock, $.01 par value, pursuant to the
Vernitron Corporation Long-Term Stock Incentive Plan.
I have examined executed originals or copies (certified or otherwise
identified to my satisfaction) of such documents, corporate records and other
instruments relating to the incorporation of the Company, the adoption of the
Plan and the authorization and issuance of the Shares as I have deemed necessary
and advisable.
In all such examinations, I have assumed the genuineness of all signatures
on originals and copies of documents I have examined, the authenticity of all
documents submitted to me as originals and the conformity to original documents
of all certified, conformed or Photostat copies. As to questions of fact
material and relevant to this opinion, I have relied upon information obtained
from public officials and officers of the Company.
This opinion is limited to the federal laws of the United States and the
laws of Delaware, and I am expressing no opinion as the effect of the laws of
any other jurisdiction.
Based upon and subject to the foregoing and having regard for such legal
considerations as I have deemed relevant, it is my opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares reserved for issuance as
contemplated in the Registration Statement, such Shares will be
legally and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Elliot N. Konopko
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Elliot N. Konopko
Vice President,
General Counsel and Secretary
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EXHIBIT 24(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated March
21, 1996 included in Vernitron Corporation's Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
New York, New York
July 26, 1996
