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 1996 DIRECTORS' 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 50,000 Shares $6.75 $337,500 $102.27
$1 Par Value
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminate number of shares which by
reason of certain events specified in the Plan may become subject to
the Plan.
(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 12, 1997).
(3) The registration fee has been computed pursuant to Rule 457(c)
under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions for Form S-8, the document containing
the information specified in Items 1 and 2 of Part I of Form S-8 is not
being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement, but will be sent
or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Commission are incorporated by reference in this registration
statement:
(a) Annual Report of Form 10-K for the year ended June 30,
1996;
(b) 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 ended June 30, 1996; and
(c) Description of Capital Stock contained in the Company's
Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, dated December 1, 1981.
All 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 securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein as a part hereof from the date of filing of such
documents.
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 Certificate of Incorporation and the By-Laws of the
Company provide for indemnification of directors and officers of the
Company to the extent permitted by law against expenses, liability and
loss incurred by them in connection with actions to which they are made
parties by reason of their relationship with the Company. In addition,
the Company has entered into indemnification agreements with each of
its directors, providing for substantial indemnification rights and a
mechanism for administering such rights.
Section 722 of the New York Business Corporation Law (the
"BCL") permits indemnification against judgments, fines and amounts
paid in settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred as a result of legal actions or
proceedings. Under Section 723 of the BCL, if a litigant is successful
in the defense of such an action or proceeding, he or she is
automatically entitled to indemnification. Otherwise, indemnification
will depend upon whether or not the director or officer has lived up to
an appropriate standard of conduct in the performance of his or her
duties.
In addition, the Company maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form
policies. The risks covered by such policies include certain
liabilities under the securities laws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits listed in the Exhibit Index below are filed as a
part of this registration statement.
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 (1)(i) and (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 by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
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 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 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 provisions
referred to in Item 6 hereof, 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.
<PAGE>
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 28th day of April 1997.
ACME ELECTRIC CORPORATION
(Registrant)
By: /s/
Robert J. McKenna
Chair, President 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.
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/ April 28, 1997
Robert J. McKenna
Controller
(principal accounting
officer) /s/ April 28, 1997
Michael A. Simon
Director /s/ April 28, 1997
Robert D. Batting
Director /s/ April 28, 1997
Robert T. Brady
Director /s/ April 28, 1997
Randall L. Clark
Director /s/ April 28, 1997
G. Wayne Hawk
Director /s/ April 28, 1997
Terry M. Manon
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EXHIBIT INDEX
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.
24 Power of Attorney is included in Part II of this
Registration Statement.
<PAGE>
EXHIBIT 5
April 14, 1997
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 April 29, 1996, and October
31, 1996, respectively, authorizing the creation of the Acme Electric
Corporation 1996 Directors' 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
Plan and caused it to be instituted. It is our opinion that stock
options issued in accordance with the terms of the Plan 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 50,000 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<PAGE>
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 13, 1996,
with appears on page 23 of the 1996 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, 1996. 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/
Buffalo, New York
May 12, 1997
