AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 20, 1999
SECURITIES AND EXCHANGE COMMISSION NO. 33-_____
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
Compudyne Corporation
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
23-1408659
(I.R.S. Employer Identification No.)
7249 National Drive
Hanover, Maryland 21076
(Address of Principal Executive Offices) (Zip Code)
Compudyne Corporation Employee Stock Purchase Plan
(Full Title of the Plan)
Martin Roenigk, President
CompuDyne Corporation
7249 National Drive
Hanover, Maryland 21076
(Name and Address of Agent For Service)
(410) 712-0275
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Unit* Offering Price Fee
Common Stock 100,000 $6.56 $656,000.00 $182.37
($.75 Par Value)
* Estimated for purposes of calculation of the registration fee pursuant
to Rule 457(h) and Rule 457(c) and based upon an average of the high
and low prices at which the Common Stock of CompuDyne Corporation was
sold on September 14, 1999.
PAGE 2
EXPLANATORY NOTE
This Registration Statement is intended to register offers and
sales of securities to certain employees of the Corporation pursuant to
the CompuDyne Corporation Employee Stock Purchase Plan (the "Plan") The
Plan does not create participation interests that must be registered
under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). In
accordance with the instructions to Part I of Form S-8, such documents
are not being filed and will not be filed with the Securities and
Exchange Commission (the "Commission"), either as part of this
registration statement or as a prospectus or prospectus supplement
pursuant to Rule 424. These documents and those incorporated by
reference pursuant to Item 3 of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933 (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following documents
of CompuDyne Corporation (the "Corporation") filed with the Securities
and Exchange Commission (the "Commission"):
(a) The Company's latest annual report, as amended, filed pursuant
to Sections 13(a) or 15(d) of the Exchange Act, as amended;
(b) All other reports filed by the Company pursuant to Section
13(a), 13(c), 14, and 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report in (a) above; and
(c) The description of the Company's Common Stock, par value $.75
per share (the "Common Stock") contained in a registration statement
filed under the Exchange Act, and any amendment or report filed to
update such descriptions.
All documents filed by the Corporation or the Plan pursuant to Section
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement prior to the
filing of a Post-Effective Amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or
which deregisters those securities remaining unsold shall be deemed to
be incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
PAGE 3
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Company's bylaws, and consistent with the Nevada
statutes, any Director or officer (or former Director or officer) of
the Company who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an
action by or in the right of the corporation), or who otherwise becomes
involved in any legal proceedings (even though not formally a party),
by reason, at least in part, of the fact that he is or was a director
or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent (hereinafter
"Representative") of another corporation, partnership, joint venture,
trust or other enterprise (hereinafter "Enterprise") is entitled to
indemnity from the Company for all expenses (including attorney's fees),
judgments, fines, penalties, costs, amounts paid in settlement and other
payments, actually and reasonably incurred in connection with such
threatened, pending or completed action, suit or proceeding. The
indemnity, however, applies only if the director or officer acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct
was unlawful. If a Director or officer, or a former Director or
officer, is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding not only in
his capacity as a shareholder or in any other capacity, and there is not
a convenient way to separate out expenses incurred in such separate
capacities, all of such expenses will be indemnified against by the
Company. Additionally, the Board of Directors of the Company may, in
its discretion, provide such indemnification for other persons who
incur the above-described costs by reason of the fact that they are or
were employees or agents of the Company as a Representative of another
Enterprise.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
PAGE 4
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith or in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, nor,
with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
In the case of an action by or in the right of the corporation,
indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the Company or for amounts paid in settlement to the Company
unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
These provisions are subject, generally, to the detailed provisions
of Title 7 of the Nevada General Corporation Law, Section 78.751. In
particular, a director, officer, employee or agent of the Company is
entitled to indemnification to the extent he is successful on the
merits or otherwise in defense of the above-mentioned actions or
proceedings.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4 (A) Articles of Incorporation of CompuDyne Corporation filed with
the Secretary of State of the State of Nevada on May 8, 1996 herein
incorporated by reference to Registrant's Proxy Statement dated
May 15, 1996 for its 1996 Annual Meeting of Shareholders.
4 (B). By-Laws, as amended through January 28, 1997 and as presently
in effect, is incorporated by reference as Exhibit 3(C) to registrant's
10-K filed March 31, 1997.
23 Consent of Independent Auditors dated September 20, 1999.
Filed herewith.
24 Power of Attorney. Filed herewith.
PAGE 5
SIGNATURES
The Registrant. 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 Hanover, State of Maryland, on September 20, 1999.
COMPUDYNE CORPORATION
/s/ William C. Rock
___________________________
William C. Rock
Chief Financial 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 date indicated.
NAME TITLE DATE
/s/ *
Martin A. Roenigk Director, Chairman, September 20, 1999
President and
Chief Executive Officer
/s/ *
David W. Clark, Jr. Director September 20, 1999
/s/ *
Millard H. Pryor, Jr. Director September 20, 1999
/s/ *
Alan Markowitz Director September 20, 1999
/s/ *
Miles P. Jennings. Director September 20, 1999
PAGE 6
/s/ *
Philip M. Blackmon. Director and September 20, 1999
Executive Vice President
/s/ *
David M. Jones. Director September 20, 1999
/s/ William C. Rock
William C. Rock Chief Financial Officer September 20, 1999
and Principle Accounting
Officer
Corporate Secretary
* By: /s/ William C. Rock
William C. Rock
(as Attorney in Fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator of the Employee Stock Purchase Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hanover, State
of Maryland, on September 20, 1999.
COMPUDYNE CORPORATION
(as Plan Administrator)
By: /s/ William C. Rock
William C. Rock
Chief Financial Officer and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit No. Page
4 (A) Articles of Incorporation of CompuDyne Corporation filed with
the Secretary of State of the State of Nevada on May 8, 1996 herein
incorporated by reference to Registrant's Proxy Statement dated
May 15, 1996 for its 1996 Annual Meeting of Shareholders.
4 (B). By-Laws, as amended through January 28, 1997 and as presently
in effect, is incorporated by reference as Exhibit 3(C) to registrant's
10-K filed March 31, 1997.
23 Consent of Independent Auditors dated September 20, 1999.
Filed herewith.
24 Power of Attorney. Filed herewith.
PAGE 7
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Compudyne Corporation on Form S-8 of our report dated
March 11, 1999, appearing in the Annual Report on Form 10-K of
Compudyne Corporation for the years ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
McLean, Virginia
September 20, 1999
EXHIBIT 24
POWER OF ATTORNEY
Each director and/or officer of CompuDyne Corporation whose
signature appears below hereby appoints William C. Rock as his or
her attorney-in-fact with like authority to sign in his or her name
and behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all registration
statements and amendments to such registration statements and other
documents filed with respect to the company's Employee Stock Purchase
Plan and to take such other action as such attorney-in-fact may deem
necessary or appropriate in connection with such registration
statement, including filings with state securities commissions.
In Witness Whereof, the undersigned has duly executed this
power of attorney on the 14th day of September, 1999.
NAME TITLE DATE
/s/ Martin A. Roenigk
Martin A. Roenigk Director, Chairman, September 14, 1999
President and
Chief Executive Officer
/s/ David W. Clark, Jr.
David W. Clark, Jr. Director September 15, 1999
/s/ H. Pryor, Jr.
H. Pryor, Jr. Director September 15, 1999
PAGE 8
/s/ Alan Markowitz
Alan Markowitz Director September 14, 1999
/s/ Miles P. Jennings
Miles P. Jennings. Director September 14, 1999
/s/ Philip M. Blackmon
Philip M. Blackmon. Director and September 16, 1999
Executive Vice President
/s/ David M. Jones
David M. Jones. Director September 14, 1999
