<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1994
Registration No. 33-________
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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BMC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0169210
(State of incorporation) (I.R.S. Employer
Identification No.)
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Two Appletree Square
Minneapolis, Minnesota 55425
(612) 851-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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1994 STOCK INCENTIVE PLAN
(Full title of the plan)
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Michael P. Hawks
Secretary and Treasurer
BMC Industries, Inc.
Two Appletree Square
Minneapolis, Minnesota 55425
(612) 851-6000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Maximum Proposed
Title of Offering Maximum AMOUNT OF
Securities To Be Amount To Be Price Aggregate REGISTRATION
Registered Registered (1) Per Share(2) Offering Price(2) FEE
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<S> <C> <C> <C> <C>
Common Stock,
no par value
per share. . . . . 710,000 shares $ 28.125 $ 19,968,750 $ 6,890
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- -------------------------------------------------------------------------------------------------
<FN>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described herein, including, 710,000 shares pursuant to a
2-for-1 stock split declared on August 15, 1994, payable on September
8, 1994, to shareholders of record on August 25, 1994.
(2) Estimated solely for the purpose of calculating the amount of the registration fee, on the
basis of the average of the high and low prices of the Registrant's
Common Stock on the New York Stock Exchange on August 15, 1994.
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</TABLE>
<PAGE>
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") are incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year ended December 31,
1993 (File No. 1-8467); (2) the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1994 and June 30, 1994 (File No. 1-8467); (3) all other
reports filed by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1993;
and (4) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 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 shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. DESCRIPTION OF SECURITIES.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements of BMC Industries, Inc. incorporated by reference
in this Registration Statement have been audited by Ernst & Young LLP,
independent certified public accountants, for the periods indicated in their
report thereon which is incorporated by reference in the Annual Report on Form
10-K for the year ended December 31, 1993. The financial statements audited by
Ernst & Young LLP have been incorporated herein by reference in reliance on
their report given on their authority as experts in accounting and auditing.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed
2
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terms regarding such right of indemnification and reference is made
thereto for a complete statement of such indemnification rights.
Article X of the Company's Second Restated Articles of Incorporation
provides that directors, officers, employees and agents, past or present, of the
Company, and persons serving as such of another corporation or entity at the
request of the Company, shall be indemnified by the Company to the fullest
extent permitted by applicable state law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. EXHIBITS.
4.1 Second Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1992 (File No. 1-8467)).
4.2 Restated Bylaws of the Company, as amended (incorporated by reference to
Exhibit 19.2 to the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1992 (File No. 1-8467)).
4.4 Specimen Form of the Company's Common Stock Certificate (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement on Form S-
2 (File No. 2-83809)).
4.5 Form of Agreement, dated as of July 15, 1987, between the Company and ten
institutional investors, together with Schedule I thereto, identifying each
such investor. Included in this Exhibit, as filed, are Exhibits A, B and C
thereto, representing (respectively):
(a) the form of BMC Industries, Inc. 10.75% Senior Notes, dated July 16,
1987 and due May 1, 1997, payable to certain of the institutional
investors identified in Schedule I described above, with such
differences as set forth in Schedule I;
(b) the form of the BMC Industries, Inc. 11.5% Subordinated Notes, dated
July 16, 1987 and due May 1, 1999, payable to certain of the
institutional investors identified in Schedule I described above, with
such differences as set forth in such Schedule I; and
(c) the form of Warrants to Purchase Shares of Common Stock of BMC
Industries, Inc., dated July 16, 1987, issued to certain of the
institutional investors identified in Schedule I described above, with
such differences as set forth in Schedule I.
Omitted from this Exhibit, as filed, are the remaining exhibits referenced
in such agreement. The Company will furnish supplementally a copy of any
such exhibits to the Commission upon request. (incorporated by reference
to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1987 (File No. 1-8467)).
3
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5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly.
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Certified Public Accountants.
24.1 Power of Attorney (included on page 6 of this Registration Statement).
99.1 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to
the Company's Annual Report on Form 10-K for the year ended December 31,
1993 (File No. 1-8467)).
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, represents 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 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 (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
4
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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.
(h) 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, except as to
certain insurance policies, 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.
5
<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 City of Minneapolis, State of Minnesota, on August 16, 1994
BMC INDUSTRIES, INC.
By /s/ Merle D. Kerr
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Merle D. Kerr
Vice President Finance and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Merle D. Kerr and Terry R. Nygaard, and each of
them, his true and lawful attorney-in-fact and agent with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or 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 attorney-in-fact and
agent 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on August 16, 1994.
/s/ Paul B. Burke /s/ Merle D. Kerr
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Paul B. Burke, President and Chief Merle D. Kerr, Vice President Finance
Executive Officer (Principal and Chief Financial Officer
Executive Officer) and Director (Principal Financial Officer)
/s/ Terry R. Nygaard /s/ Lyle D. Altman
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Terry R. Nygaard, Corporate Controller Lyle D. Altman, Director
(Principal Accounting Officer)
/s/ John W. Castro /s/ Joe E. Davis
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John W. Castro, Director Joe E. Davis, Director
/s/ Norman C. Mears
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Norman C. Mears, Director S. Walter Richey, Director
/s/ Richard A. Swalin
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Dr. Richard A. Swalin, Director
6
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INDEX TO EXHIBITS
Item No. Item Method of Filing
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4.1 Second Restated Articles of Incorporated by reference to
Incorporation of the Company Exhibit 19.1 to the Company's
Quarterly Report on Form 10-Q
for the period ended March 31,
1992 (File No. 1-8467).
4.2 Restated Bylaws of the Company, Incorporated by reference to
as amended Exhibit 19.2 to the Company's
Quarterly Report on Form 10-Q
for the period ended March 31,
1992 (File No. 1-8467).
4.4 Specimen Form of the Company's Incorporated by reference to
Common Stock Certificate Exhibit 4.3 to the Company's
Registration Statement on Form
S-2 (File No. 2-83809).
4.5 Form of Agreement, dated as of Incorporated by reference to
July 15, 1987, between the Exhibit 4.1 to the Company's
Company and ten institutional Quarterly Report on Form 10-Q
investors, together with for the period ended June 30,
Schedule I thereto, identifying 1987 (File No. 1-8467).
each such investor. Included in
this Exhibit, as filed, are
Exhibits A, B and C thereto,
representing (respectively):
(a) the form of BMC Industries, Inc.
10.75% Senior Notes, dated July 16,
1987 and due May 1, 1997, payable
to certain of the institutional
investors identified in Schedule I
described above, with such
differences as set forth in
Schedule I;
(b) the form of the BMC Industries,
Inc. 11.5% Subordinated Notes,
dated July 16, 1987 and due May 1,
1999, payable to certain of the
institutional investors identified
in Schedule I described above, with
such differences as set forth in
such Schedule I; and,
(c) the form of Warrants to Purchase
Shares of Common Stock of
BMC Industries, Inc., dated July 16,
1987, issued to certain of the
institutional investors identified
in Schedule I described above, with
such differences as set forth in
Schedule I.
<PAGE>
Omitted from this Exhibit, as filed,
are the remaining exhibits referenced
in such agreement. The Company will
furnish supplementally a copy of any
such exhibits to the Commission upon
request.
5.1 Opinion and Consent of Oppenheimer Filed electronically
Wolff & Donnelly herewith.
23.1 Consent of Oppenheimer Wolff & Included in Exhibit 5.1.
Donnelly
23.2 Consent of Ernst & Young LLP, Filed electronically
Independent Certified Public herewith.
Accountants
24.1 Power of Attorney Included on page 6 of the
Registration Statement.
99.1 1994 Stock Incentive Plan Incorporated by reference
to Exhibit 10.12 to the
Company's Annual Report
on Form 10-K for the year
ended December 31, 1993
(File No. 1-8467).
<PAGE>
EXHIBIT 5.1
August 16, 1994
BMC Industries, Inc.
Two Appletree Square
Minneapolis, Minnesota 55425
Re: BMC Industries, Inc.
1994 Stock Incentive Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to BMC Industries, Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 710,000
shares of its Common Stock, no par value (the "Shares"), pursuant to the
Company's Registration Statement on Form S-8 for the Company's 1994 Stock
Incentive Plan (the "Plan"), as filed with the Securities and Exchange
Commission on August 16, 1994 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of natural persons and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations set
forth herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the
manner and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
<PAGE>
August 16, 1994
Page 2
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8 No. 33-00000)
pertaining to the 1994 Stock Incentive Plan of BMC Industries, Inc. and to the
incorporation by reference therein of our reports dated February 17, 1994, with
respect to the consolidated financial statements of BMC Industries, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1993 and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Minneapolis, Minnesota
August 16, 1994
