SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1993
ACME ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 16-0324980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Quaker Road, East Aurora, New York 14052-2199
(Address of Principal Executive Offices) (Zip Code)
ACME ELECTRIC CORPORATION 1989 STOCK OPTION PLAN
(Full title of the plan)
DAVID G. ANDERSON, SECRETARY, ACME ELECTRIC CORPORATION
400 Quaker Road, East Aurora, New York 14052-2199
(Name and address of agent for service)
(716) 655-3800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
securities to registered(1) maximum maximum registration
be registered offering aggregate fee(3)
price per offering
share(2) price(2)
Common stock 225,000 Shares $21.4375 $4,823,437 $1,664
$1 Par Value
(1) These are additional shares being registered pursuant to General
Instruction E to Form S-8.
(2) The shares are to be offered at prices not presently determinable.
The offering price is estimated solely for the purpose of
calculating the registration fee (based on the average of the high
and low prices reported in the consolidated reporting system on
May 18, 1995).
(3) The registration fee has been computed pursuant to Rule 457(c).
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by Acme Electric Corporation (the
"Company") on May 31, 1994, under Registration Number 33-79488, with
respect to securities offered pursuant to its 1989 Stock Option Plan
(the "Plan"), are hereby incorporated by reference herein, and the
opinions and consents listed below are annexed hereto:
Exhibit No. Description
5 Opinion of Saperston & Day, P.C. as to the validity
of the securities being registered.
23(a) Consent of Saperston & Day, P.C. is included in
Exhibit 5 to this registration statement.
23(b) Consent of Price Waterhouse LLP.
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 Village of East Aurora,
State of New York, on the 5th day of May 1995.
ACME ELECTRIC CORPORATION
(Registrant)
By: /s Robert J. McKenna
Robert J. McKenna
Chair, President and
Chief Executive Officer
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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.
POWER OF ATTORNEY
Each person, on so signing, also makes, constitutes and appoints
Robert J. McKenna, Chairman, President, Chief Executive Officer, and
Director of the Company, his true and lawful attorney-in-fact to
execute on such person's respective behalf all amendments to the
Registration Statement.
Title Signature Date
Chairman, President,
Chief Executive
Office, and Director
(principal executive
officer) s/ Robert J. McKenna May 5, 1995
Robert J. McKenna
Senior Vice President
and Chief Financial
Officer
(principal accounting
officer) s/ Daniel K. Corwin May 5, 1995
Daniel K. Corwin
Director s/ G. Wayne Hawk May 5, 1995
G. Wayne Hawk
Director s/ Robert T. Brady May 5, 1995
Robert T. Brady
Director s/ W. Bennett Conner May 5, 1995
W. Bennett Conner
Director s/ Terry M. Manon May 5, 1995
Terry M. Manon
Director s/ James W. McLaughlin May 5, 1995
James W. McLaughlin
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EXHIBIT 5
March 13, 1995
ACME ELECTRIC CORPORATION (BC03731)
400 Quaker Road
East Aurora, New York 14052-2199
Gentlemen:
We have examined copies of the Certificate of Incorporation and
Bylaws of Acme Electric Corporation, a New York corporation ("Acme"),
as amended to date; and the minutes of the meetings of the Board of
Directors and Shareholders of Acme held on August 19, 1994, and October
28, 1994, respectively, authorizing the amendment of the Acme Electric
Corporation 1989 Stock Option Plan (the "Plan"); and the provisions of
the Plan. We have also examined such other documents, papers, statutes
and authorities as we deemed necessary to form a basis for the opinions
hereinafter expressed. In our examination of such material, we have
assumed the genuineness of all signatures and the conformity to
original documents of all copies submitted to us as certified or
photostatic copies. As to various questions of fact material to such
opinion, we have relied upon statements and certificates of officers
and representatives of Acme and others.
We advise you that in our opinion, Acme is a corporation duly
organized and existing under the laws of the State of New York, with an
authorized capital of 8,502,000 shares, designated as 2,000 shares of
5% Cumulative Preferred Stock, $100 par value, 500,000 shares of
Preference Stock, $10 par value, and 8,000,000 shares of Common Stock,
$1.00 par value.
We further advise you that in our opinion, the Board of Directors
of Acme, with the approval of the Shareholders, validly authorized the
amendment of the Plan and caused it to be instituted. It is our
opinion that stock options issued in accordance with the terms of the
Plan, as amended, will be validly issued. We are also of the opinion
that the shares of Acme Common Stock, $1.00 par value ("Common Stock"),
which may be issued hereafter on the exercise of such options will be
validly authorized and issued Common Stock, and that upon full payment
of the option price therefor, will be fully paid and non-assessable,
with no personal liability attaching thereto under the laws of the
State of New York.
We hereby consent to your filing a copy of this opinion as an
exhibit to the Registration Statement on Form S-8 to be filed by Acme
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, covering 225,000 additional shares of Common Stock
reserved for issuance upon the exercise of stock options which have
been or may be granted under the Plan, as the opinion of attorneys who
have passed upon the legality of the Plan, the options and rights
issued under the Plan and the shares to be issued in connection
therewith.
Very truly yours,
SAPERSTON & DAY, P.C.
By: s/ Timothy C. Cashmore
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 10, 1994,
with appears on page 18 of the 1994 Annual Report to Shareholders of
Acme Electric Corporation, which is incorporated by reference in Acme
Electric Corporation's Annual Report on Form 10-K for the year ended
June 30, 1994. We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which appears on page
F-2 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
/s Thomas E. Baker
Buffalo, New York
May 22, 1995
