The Exhibit Index begins on page 2.
As filed with the Securities and Exchange Commission on August 4, 1999
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ACME UNITED CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
Connecticut 06-0236700
----------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 Kings Highway Cutoff 06430
- ----------------------- -----
Fairfield, CT (Zip Code)
- -------------
(Addresses of principal
executive offices)
ACME UNITED CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
--------------------------------------------------------------
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
Ronald P. Davanzo
Acme United Corporation James E. Rice, Esquire
75 Kings Highway Cutoff Brody, Wilkinson and Ober, P.C.
Fairfield, CT 06430 2507 Post Road
(203) 332-7330 Southport, CT 06490
(203) 319-7100
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- --------------------------------------------------------------------------------
Common Stock
(par value 120,000 $1.9375 $232,500 $64.64
$2.50 per share) shares(1) (2) (2) (2)
(1) In connection with the referenced Plan, 300,000 shares of Common
Stock were previously registered with the Commission on a S-8 Registration
Statement (No. 33-98918) filed on November 1, 1995 and 100,000 shares of Common
Stock were previously registered with the Commission on a S-8 Registration
Statement (No. 333-26737) filed on May 9, 1997.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the daily high and low prices of
Acme United Corporation Common Stock on the American Stock Exchange on August
4, 1999 (i.e., $1.9375 per share).
<PAGE 2>
PART I
On November 1, 1995, Acme United Corporation (the "Company") filed a
registration statement on Form S-8 (No. 33-98918) relating to 300,000 shares of
the Company's Common Stock, $2.50 per share par value ("Common Stock") to be
issued pursuant to the 1992 Amended and Restated Stock Option Plan. On May 9,
1997, the Company filed an amended registration statement relating to an
additional 100,000 shares of the Company's Common Stock. This registration
statement relates to the registration of 120,000 additional shares of Common
Stock to be issued pursuant to the Amended and Restated Stock Option Plan as
amended by the Board of Directors of the Company on January 27, 1998 and
approved by the shareholders of the Company on April 27, 1998, in accordance
with Instruction E to Form S-8. The securities to which this registration
statement relates are the same class as, and are issued under the same employee
benefit plan as, the securities previously registered in registration statement
No. 33-98918 and registration statement No. 333-26737. Except for Part II, Item
8 which is amended in its entirety as set forth below, the contents of
registration statement No. 33-98918 as amended by registration statement No.
333-26737 are incorporated by reference herein.
PART II
Item 8. Exhibits
Descriptions of Exhibits
------------------------
4(a) 1998 Amendment of Acme United Corporation Amended and Restated
Stock Option Plan
5 Opinion of Counsel Regarding the legality of the shares of Common
Stock being Registered
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP, Independent Auditors
23(c) Consent of PricewaterhouseCoopers LLP, Independent Accountants
SIGNATURES
Pursuant to the requirement 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 Town of Fairfield, State of Connecticut, on this 4th day of
August, 1999.
Acme United Corporation
By: /s/ Walter C. Johnsen
------------------------------
Walter C. Johnsen
President and Chief Executive Officer
[Principal Executive Officer]
<PAGE 3>
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 indicated.
Signature Title Date
--------- ----- ----
/s/ Walter C. Johnsen President, Chief Executive August 2, 1999
- ------------------------------ Officer and Director
Walter C. Johnsen
/s/ Gary D. Penisten Chairman of the Board August 3, 1999
- ------------------------------ and Director
Gary D. Penisten
/s/ Ronald P. Davanzo Vice President, Treasurer, August 3, 1999
- ------------------------------ Secretary and Principal
Ronald P. Davanzo Financial Officer
/s/ William K. Gyuricsko Controller August 3, 1999
- ------------------------------
William K. Gyuricsko
/s/ Richmond Y. Holden, Jr. Director August 3, 1999
- ------------------------------
Richmond Y. Holden, Jr.
/s/ Wayne R. Moore Director August 2, 1999
- ------------------------------
Wayne R. Moore
/s/ George R. Dunbar Director August 3, 1999
- ------------------------------
George R. Dunbar
/s/ David W. Clark , Jr. Director August 3, 1999
- ------------------------------
David W. Clark, Jr.
/s/ Peter H. Kamin Director August 4, 1999
- ------------------------------
Peter H. Kamin
<PAGE 4>
INDEX OF EXHIBITS ACCOMPANYING THE S-8 REGISTRATION STATEMENT
Exhibit Description Sequential
Page
Number
4(a) 1998 Amendment of Acme United Corporation Amended and Restated
Stock Option Plan
5 Opinion of Brody, Wilkinson and Ober, P.C. Regarding the Legality
of the Shares of Common Stock
23(a) Consent of Brody, Wilkinson and Ober, P.C.*
23(b) Consent of Ernst & Young LLP, Independent Auditors
23(c) Consent of PricewaterhouseCoopers LLP, Independent Accountants
*Included in exhibit 5.
<PAGE 5>
EXHIBIT 4(a)
------------
ACME UNITED CORPORATION
AMENDMENT TO EMPLOYEE STOCK OPTION PLAN
ADOPTED JANUARY 27, 1998
The aggregate number of shares of Common Stock of the Corporation available
under the Plan is increased from 400,000 shares to 520,000 shares.
<PAGE 6>
James E. Rice
Direct Line: 319-7112
OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK --
EXHIBIT 5
August 3, 1999
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, CT 06430
Dear Sir or Madam:
We have acted as counsel for Acme United Corporation (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Amendment to Form S-8 Registration Statement (the "Amended
Registration Statement") relating to an additional 120,000 shares of Common
Stock, par value $2.50 per share, of the Company (the "Common Stock") to be
offered pursuant to the Acme United Corporation Amended and Restated Stock
Option Plan (the "Plan").
We have examined and are familiar with (i) the Articles of
Incorporation and the Bylaws of the Company, (ii) the corporate proceedings
authorizing the issuance of 120,000 shares of Common Stock pursuant to the Plan,
and (ii) such other documents and instruments as we have considered necessary
for the purposes of the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the
State of Connecticut.
2. Upon issuance and delivery of the shares of Common Stock
pursuant to the Plan and payment to the Company of the option
price for the Common Stock, such shares will be validly
issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion and our names in
connection with the Amended Registration Statement filed with the Securities and
Exchange Commission to register the shares of Common Stock to be offered as
aforesaid.
Very truly yours,
/s/ Brody, Wilkinson and Ober, P.C.
-----------------------------------
Brody, Wilkinson and Ober, P.C.
<PAGE 7>
Exhibit 23(b)
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Acme United Corporation Amended and Restated Stock Option
Plan of our report dated March 25, 1999, with respect to the consolidated
financial statements and schedule of Acme United Corporation and subsidiaries
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Hartford, Connecticut
July 30, 1999
<PAGE 8>
Exhibit 23(c)
Consent of PricewaterhouseCoopers LLP, Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements of Acme United Corporation and Subsidiaries on Forms S-8 of our
report dated March 19, 1998, except as to the information presented in Note 2,
for which the date is March 26, 1999, on our audits of the consolidated
financial statements and financial statement schedule of Acme United Corporation
and Subsidiaries as of December 31, 1997, and for the years ended December 31,
1997 and 1996, which appear in Acme United Corporation's Annual Report on Form
10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- ---------------------------------
PricewaterhouseCoopers LLP
Hartford, Connecticut
August 2, 1999
