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As Filed With The Securities And Exchange Commission on June 13, 1996
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
COGNITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1953544
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3 Corporate Drive
Danbury, Connecticut 06810-4130
(Address, including Zip Code, of Registrant's Principal Executive Offices)
_____________________
RESTRICTED STOCK PLAN
(Full Title of the Plan)
_____________________
Harold F. Mayer
Cognitronics Corporation
3 Corporate Drive
Danbury, Connecticut 06810-4130
(203) 830-3400
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
_____________________
Copy to:
EDWARD S. DAVIS, ESQ.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004-1482
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share* Offering Price* Fee
_____________________________________________________________________________
Common
Stock
Par Value
$.20 150,000 $4.9688 $745,320 $257.01
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*Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price of the Registrant's Common
Stock as reported on the American Stock Exchange on June 10, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) All other reports filed by the Company with the Commission since
December 31, 1995 pursuant to Section 12(a) or 15(b) of the
Exchange Act;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8A dated May 25, 1983,
filed pursuant to Section 12(b) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and 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 in
this Registration Statement and to be part hereof from the date of filing
such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Edward S. Davis, a member of the Board of Directors of the Company, is
a partner in the law firm of Hughes Hubbard & Reed LLP, which gave the
legal opinion as to the legality of the securities being registered
included as Exhibit 5.1 hereto.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 7 of the New York Business Corporation Law authorizes every
New York corporation to indemnify its officers and directors under certain
circumstances against liability incurred in connection with proceedings to
which the officers or directors are made a party by reason of their re-
lationship to the corporation. Officers and directors may only be
indemnified where they have acted in good faith, the action taken was not
against the interests of the corporation, and the action was lawful or
there was no reasonable cause to believe the action was unlawful. In
addition, in the case of an action brought in the right of the corporation,
no indemnification may be made in respect of (1) a threatened action, or a
pending action which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such person shall have been found to be liable
to the corporation, unless a court of competent jurisdiction determines that
the person is fairly and reasonably entitled to indemnity. It is also
provided that any officer or director (unless limited by the articles of
incorporation of the corporation) who was successful, on the merits or
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otherwise, in the defense of any such proceeding shall be entitled to indem-
nification. A corporation may also, under certain circumstances, pay for or
reimburse the reasonable expenses incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.
Article 13 of the Company's Certificate of Incorporation provides that no
director shall be personally liable to the Company or any stockholder for
damages for any breach of duty in such capacity, except if a judgment or
other final adjudication adverse to the director establishes that (i) the
director's acts or omissions were in bad faith or involved intentional mis-
conduct or a knowing violation of law, (ii) the director personally gained
in fact a financial profit or other advantage to which he was not legally
entitled or (iii) the director's acts violated Section 719 of the Business
Corporation Law of New York. It further provides that if the Business
Corporation Law of New York is amended after approval by the stockholders
of this provision to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of
directors of the Company shall be eliminated or limited to the fullest
extent permitted by the Business Corporation Law of New York, as so amended.
Article 10 of the Company's By-Laws provides that the Company shall
indemnify to the full extent permitted by law any person made, or
threatened to be made, a party to any action or proceeding (whether civil
or criminal or otherwise) by reason of the fact that he, his testator
or intestate, is or was a director or officer of the Company or, at the
written request of the Company, is or was serving, any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
in any capacity against all amounts paid as a result of such action or pro-
ceeding. It also provides that reasonable expenses actually and
necessarily incurred in connection with any actual or threatened
action or proceeding, or in establishing the right to indemnification,
shall be paid by the Company in advance of the final disposition thereof
on such terms as the Company shall determine.
Officers and directors of the Company are covered by insurance which (with
specified exceptions and within specified limitations) indemnifies them
against damages, judgments, settlements and reasonable costs of investi-
gation, defense and appeal arising from any alleged "wrongful act", meaning
any breach of duty, neglect, error, misstatement, misleading statement,
omission or act by the officers and directors of the Company in their
respective capacities as such.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
5.1 Opinion of Hughes Hubbard & Reed LLP as to the legality of the
securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which awards or transfers are being made,
a post-effective amendment to this registration statement: (i) to include any
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prospectus required by section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (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 clauses (1)(i) and (1)(ii)
do not apply if the information required to be included in the post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 unawarded at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 regi-
stration statement to be signed on its behalf by the undersigned, there-
unto duly authorized, in the City of Danbury, State of Connecticut, on
June 12, 1996.
COGNITRONICS CORPORATION
By/S/ Harold F. Mayer
--------------------------
Harold F. Mayer, Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian J. Kelley, Harold F. Mayer, Garrett
Sullivan and Edward S. Davis his true and lawful attorneys-in-fact and
agents, each acting alone, with full and several power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
or all amendments, including post-effective amendments, and supplements to
this registration statement, and to file the same, with all exhibits thereun-
to and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as they or he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute
or 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 indicated.
Signature Capacity Date
(i) Principal Executive Officer:
/S/ Brian J. Kelley
------------------------- President and Chief June 12, 1996
Brian J. Kelley Executive Officer
(ii) Principal Financial and
Accounting Officer:
/S/ Garrett Sullivan
------------------------- Treasurer and Chief June 12, 1996
Garrett Sullivan Financial Officer
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(iii) A Majority of the Board of Directors:
/S/ Edward S. Davis
------------------------- June 12, 1996
Edward S. Davis
/S/ Brian J. Kelley
------------------------- June 12, 1996
Brian J. Kelley
/S/ Jack Meehan
------------------------- June 12, 1996
Jack Meehan
_________________________
William A. Merritt
/S/ Timothy P. Murphy
------------------------- June 12, 1996
Timothy P. Murphy
/S/ David H. Shepard
------------------------- June 12, 1996
David H. Shepard
/S/ Roy A. Strutt
------------------------- June 12, 1996
Roy A. Strutt
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
5.1 Opinion of Hughes Hubbard & Reed LLP as to the
legality of the securities being registered 8
23.1 Consent of Ernst & Young LLP 9
23.2 Consent of Counsel Included herein
in Exhibit 5.1
24.1 Power of Attorney Included herein
at Signature page
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Exhibit 5.1
June 11, 1996
Cognitronics Corporation
3 Corporate Drive
Danbury, CT 06810
Dear Sirs:
You have requested our opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") of Cognitronics Corporation (the
"Company"), under which the offer and sale of 150,000 shares of Common Stock,
par value $0.20 per share (the "Common Stock"), of the Company is to be
registered in connection with the Company's Restricted Stock Plan (the
"Plan").
In this connection, and as a basis for the opinion expressed below, we have
examined and relied upon originals or copies, certified or otherwise identi-
fied to our satisfaction, of such documents, corporate records, certificates
and other instruments including resolutions adopted by the Board of Directors
of the Company on March 27, 1995 and May 11, 1995 (the "Resolutions"), and we
have made such examination of law as we have deemed necessary or appropriate
for the purposes of this opinion.
The law covered by the opinion set forth below is limited to the laws of the
State of New York.
Based upon the foregoing, assuming that any acceleration of vesting by the
Compensation Committee is, as required by the Plan, in return for reasonable
benefits to the Company, it is our opinion that the 150,000 shares of Common
Stock, when issued in accordance with the terms of the Plan and the Resolu-
tions, will be legally issued, fully paid and (subject to Section 630 of the
New York Business Corporation Law) nonassessable. The ten largest sharehold-
ers of a New York corporation, no shares of which are listed on a national
securities exchange or regularly quoted in an over-the-counter market by one
or more members of a national or an affiliated securities association, may be
personally liable, jointly and severally, under Section 630 of the New York
Business Corporation Law, for certain payments due to employees of the corpo-
ration.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ Hughes Hubbard & Reed LLP
Hughes Hubbard & Reed LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Cognitronics Corporation Restricted Stock Plan
of our report dated March 13, 1996, with respect to the consolidated finan-
cial statements of Cognitronics Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
June 11, 1996
