As filed with the Securities and Exchange Commission on October 18, 1995
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPUTER PRODUCTS, INC.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1205269
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7900 Glades Road, Suite 500
Boca Raton, Florida 33434
-----------------------------------------------------------
(Address of principal executive offices, including zip code)
OUTSIDE DIRECTORS' STOCK OPTION PLAN
------------------------------------
(Full title of the plan)
Joseph M. O'Donnell
President
Computer Products, Inc.
7900 Glades Road, Suite 500
Boca Raton, Florida 33434
(407) 451-1000
-----------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
Copies of all communications to:
STEPHEN A. OLLENDORFF, ESQ.
Hertzog, Calamari & Gleason
100 Park Avenue
New York, New York 10017
(212) 481-9500
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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 (1) price (1) fee
- ---------- ----------- ---------- --------- --------------
Common
Stock, 210,741 $2.35 $495,241 $170.77
$.01 par shares
value per
share
- ---------------------------------------------------------------------------
(1) This amount is the aggregate option price of the 210,741 shares of
Common Stock of the Registration subject to options granted under the
Registrant's Outside Directors' Stock Option Plan and outstanding as of October
13, 1995, in accordance with Rule 457(h) under the Securities Act of 1933, as
amended.
----------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, this Registration Statement will become
effective upon filing with the Securities and Exchange Commission.
------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1994 filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(c) The Registrant's Current Report on Form 8-K, dated April 5, 1995;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995; and
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered herein 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 a part
hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
-------------------------
Not applicable.
ITEM 5. Interests of Named Experts.
--------------------------
Legal matters in connection with the issuance of the shares of Common
Stock, when issued and sold, will be passed upon for the Registration by Bert
Sager, Esq., special counsel to the Registrant. Mr. Sager is a director of the
Company. He beneficially owns 268,291 shares of the Registrant's outstanding
Common Stock and presently exercisable options to purchase 84,755 shares of
Common Stock. In addition, Mr. Sager's wife beneficially owns 23,040 shares of
Common Stock and is sole trustee of a trust formed by her mother which holds
30,388 shares. Mr. Sager disclaims beneficial ownership in respect of the
foregoing shares.
ITEM 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 607.014 of the Florida Business Corporation Act generally provides
that a corporation has the power to indemnify its officers and directors against
liability incurred in connection with any proceeding (other than an action by,
or in the right of, the corporation) to which he was a party by reason of the
fact that he is or was a director or officer of the corporation, if he acted in
good faith and in a manner he reasonably believed to be in the best interest of
the corporation. Section 607.014 of the Business Corporation Act additionally
provides that a corporation shall have the power to indemnify any person who is
a party to any proceeding by, or in the right of, the corporation by reason of
the fact that he is or was a director or officer of the corporation against
expenses and amounts paid in settlement not exceeding, in the judgment of such
corporation's board of directors, the estimated expenses of litigating the
proceeding to conclusion. Such indemnification shall be authorized if such
person acted in good faith and in a manner he reasonably believed to be in the
best interest of the corporation, except that no indemnification shall be
permitted if such person shall have been adjudged to be liable unless, and only
to the extent that, a court of competent jurisdiction shall determine upon
application that such person is fairly and reasonably entitled to indemnity for
such expenses as such court shall deem appropriate. Section 607.014 further
provides that any indemnification, unless pursuant to a court determination,
shall be made by the corporation only upon a determination that indemnification
of the director or officer was proper in the circumstances because he met the
applicable standards of conduct, as described above. Such determination shall
be made by the corporation's board of directors or a committee thereof, by
independent legal counsel or by the shareholders of the corporation. The
Registrant's By-Laws provide that the Registrant's directors and officers will
be indemnified to the fullest extent permitted under Florida law. The
Registrant maintains a directors' and officers' liability insurance policy
which, subject to the limitations and exclusions stated therein, covers the
officers and directors of the Registrant for certain actions or inactions that
they may take or omit to take in their capacities as officers and directors of
the Registrant. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
ITEM 8. Exhibits.
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Exhibit No. Description
- ----------- -----------
4.1 Outside Directors' Stock Option Plan, as amended
5.1 Opinion of Bert Sager, special counsel to the Registrant,
with respect to the legality of the securities being
registered hereunder
23.1 Consent of Arthur Andersen LLP, independent certified public
accountants for the Registrant
23.2 Consent of Bert Sager, special counsel to the Registrant
(included in the opinion filed as Exhibit 5.1 hereto)
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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 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 unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for 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 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Registrant's By-Laws, or otherwise, the
Registrant has been advised that in the opinion of the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Boca Raton, State of Florida, on this 13th day
of October, 1995.
COMPUTER PRODUCTS, INC.
(Registrant)
By: Joseph M. O'Donnell
----------------------------------
Joseph M. O'Donnell, 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.
Signature Title Date
- --------- ----- ----
Joseph M. O'Donnell President and Chief October 13, 1995
- ------------------- Executive Officer
Joseph M. O'Donnell (Principal Executive Officer)
Richard J. Thompson Vice President, Finance October 13, 1995
- ------------------- and Chief Financial Officer,
Richard J. Thompson Secretary and Treasurer
(Principal Financial and Accounting Officer)
Edward S. Croft, III Director October 13, 1995
- --------------------
Edward S. Croft, III
Stephen A. Ollendorff Director October 13, 1995
- ---------------------
Stephen A. Ollendorff
Phillip A. O'Reilly Director October 13, 1995
- -------------------
Phillip A. O'Reilly
Bert Sager Director October 13, 1995
- ----------
Bert Sager
Lewis Solomon Director October 13, 1995
- -------------
Lewis Solomon
J. Earl Templeton Director October 13, 1995
- -----------------
J. Earl Templeton
<PAGE>
Exhibit Index
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Exhibit No. Description
----------- -----------
4.1 Outside Directors' Stock Option Plan,
as amended
5.1 Opinion of Bert Sager, special
counsel to the Registrant, with respect
to the legality of the securities
being registered hereunder
23.1 Consent of Arthur Andersen LLP,
independent certified public
accountants for the Registrant
23.2 Consent of Bert Sager, special
counsel to the Registrant (included
in the opinion filed as Exhibit 5.1
<PAGE>
Exhibit 4.1
Outside Directors' Stock Option Plan, as amended
AS AMENDED, FEBRUARY 22, 1988
-----------------------------
COMPUTER PRODUCTS, INC.
OUTSIDE DIRECTORS STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the
contrary:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Company" shall mean Computer Products, Inc.
(c) "Date of Grant" shall mean the Effective Date of
the Plan, the date an Eligible Director is initially elected
to the Board of Directors and each date after the Effective
Date of the Plan on which the Stockholders of the Company
shall elect directors at an Annual Meeting of such
Stockholders or any adjournment thereof.
(d) "Fair Market Value" shall mean the closing sales
price, or the mean between the closing high "bid" and low
"asked" prices, as the case may be, of the Stock in the
over-the-counter market on the day on which such value is to
be determined, as reported by the National Association of
Securities Dealers Automated Quotation System or successor
national quotation service. If the Stock is listed on a
national securities exchange, "Fair Market Value" shall mean
the closing price of the Stock on such national securities
exchange on the day on which such value is to be determined,
as reported in the composite quotations for securities
traded on such exchange provided by the National Association
of Securities Dealers or successor national quotation
service. In the event no such quotations are available for
the day in question, "Fair Market Value" shall be determined
by reference to the appropriate prices on the next preceding
day for which such prices are reported.
(e) "Effective Date of the Plan" shall mean November
14, 1986, the date of the adoption by the Board.
(f) "Eligible Director" shall mean any Director of the
Company who is not an employee of the Company or its
subsidiaries.
(g) "Option" shall mean an Eligible Director's stock
option to purchase Stock granted pursuant to the provisions
of Article V hereof.
(h) "Optionee" shall mean an Eligible Director to whom
an Option has been granted hereunder.
(i) "Option Price" shall mean the price at which an
Optionee may purchase a share of Stock under a Stock Option
Agreement.
(j) "Plan" shall mean the Computer Products, Inc.
Outside Directors Stock Option Plan, the terms of which are
set forth herein.
(k) "Stock" shall mean the common stock, par value
$.01 per share, of the Company or, in the event that the
outstanding shares of Stock are hereafter changed into or
exchanged for different stock or securities of the Company
or some other corporation, such other stock or securities.
(l) "Stock Option Agreement" shall mean an agreement
between the Company and the Optionee under which the
Optionee may purchase Stock in accordance with the Plan.
ARTICLE II
THE PLAN
2.1 Name. This Plan shall be known as the "Computer
----
Products, Inc. Outside Directors Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to advance the
-------
interests of the Company and its Stockholders by affording
Eligible Directors of the Company an opportunity to acquire or
increase their proprietary interests in the Company, and thereby
to encourage their continued service as directors and to provide
them additional incentives to achieve the growth objectives of
the Company.
2.3 Effective Date . The Effective Date of the Plan is
--------------
November 14, 1986.
2.4 Termination Date. The Plan shall terminate and no
----------------
further Options shall be granted hereunder upon the tenth
anniversary of the Effective Date of the Plan.
ARTICLE III
PARTICIPANTS
Each Eligible Director shall participate in the Plan,
provided that he is elected to a regular term as such a member at
an Annual Meeting of Stockholders, or any adjournment thereof.
ARTICLE IV
SHARES OF STOCK SUBJECT TO PLAN
4.1 Limitations. Subject to any antidilution adjustment
-----------
pursuant to the provisions of Section 4.2 hereof, the maximum
number of shares of Stock which may be issued and sold hereunder
shall not exceed 250,000 shares of Stock. Shares of Stock
subject to an Option may be either authorized and unissued shares
or shares issued and later acquired by the Company; provided
however, the shares of Stock with respect to which an Option has
been exercised shall not again be available for Option hereunder.
If outstanding Options granted hereunder shall terminate or
expire for any reason without being wholly exercised prior to the
end of the period during which Options may be granted hereunder,
new Options may be granted hereunder covering such unexercised
shares.
4.2 Antidilution. In the event that the outstanding shares
------------
of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another
corporation by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares, stock
split up or stock dividend:
(a) The aggregate number and kind of shares of Stock
for which Options may be granted hereunder shall be adjusted
appropriately;
(b) The rights under outstanding Options granted
hereunder, both as to the number of subject shares and the
Option price, shall be adjusted appropriately; and
(c) Where dissolution or liquidation of the Company or
any merger or combination in which the Company is not a
surviving corporation is involved, each outstanding Option
granted hereunder shall terminate, but the Optionee shall
have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Option,
in whole or in part, to the extent that it shall not have
been exercised, without regard to the date on which such
Option would otherwise have become exercisable pursuant to
Sections 5.4 and 5.6.
The foregoing adjustments and the manner of application
thereof shall be determined solely by the Board, and any such
adjustment may provide for the elimination of fractional share
interests. The adjustments required under this Article shall
apply to any successor or successors of the Company and shall be
made regardless of the number or type of successive events
requiring adjustments hereunder.
ARTICLE V
OPTIONS
5.1 Option Grant, Number of Shares and Agreement. On each
--------------------------------------------
Date of Grant occurring prior to February 22, 1988, each Eligible
Director shall automatically be granted an Option to purchase the
maximum number of shares having an aggregate Fair Market Value on
the Date of Grant of fifteen thousand dollars ($15,000). On each
Date of Grant occurring after February 22, 1988, each Eligible
Director shall automatically be granted an Option to purchase the
maximum number of shares having an aggregate Fair Market Value on
the Date of Grant of twenty-five thousand dollars ($25,000).
Each Option so granted shall be evidenced by a written Stock
Option Agreement, dated as of the Date of Grant and executed by
the Company and the Optionee, stating the Option's duration, time
of exercise, and exercise price. The terms and conditions of the
Option shall be consistent with the Plan.
5.2 Option Price. The Option Price of the Stock subject to
------------
each Option shall be the Fair Market Value of the Stock on its
Date of Grant.
5.3 Exercise Period. The period for the exercise of each
----------------
Option shall expire on the tenth anniversary of the Date of
Grant.
5.4 Option Exercise.
----------------
(a) An Option shall become exercisable in full on the
first anniversary of the Date of Grant except that any
Option granted on the Effective Date shall become
exercisable in full on the earlier of the first anniversary
of the Date of Grant or the first Annual Meeting of
Stockholders (or adjournment thereof) occurring after the
Date of Grant at which Stockholders shall elect directors.
An Option shall remain exercisable after its exercise date
at all times during the Exercise Period, regardless of
whether the Optionee thereafter continues to serve as a
member of the Board.
(b) An Option may be exercised at any time or from
time to time during the term of the Option as to any or all
full shares which have become exercisable in accordance with
this Section, but not as to less than 25 shares of Stock
unless the remaining shares of Stock that are so exercisable
are less than 25 shares of Stock. The Option price is to be
paid in full in cash upon the exercise of the Option. The
holder of an Option shall not have any of the rights of a
Stockholder with respect to the shares of Stock subject to
the Option until such shares of Stock have been issued or
transferred to him upon the exercise of his Option.
(c) An Option shall be exercised by written notice of
exercise of the Option, with respect to a specified number
of shares of Stock, delivered to the Company at its
principal office, and by cash payment to the Company at said
office of the full amount of the Option price for such
number of shares. In addition to, and prior to the issuance
of a certificate for shares pursuant to any Option exercise,
the Optionee shall pay to the Company in cash the full
amount of any federal and state withholding or other
employment taxes applicable to the taxable income of such
Optionee resulting from such exercise.
5.5 Nontransferability of Option. Options may not be
------------------------------
transferred by an Optionee otherwise than by will or the laws of
descent and distribution. During the lifetime of an Optionee,
his Option may be exercised only by him (or by his guardian or
legal representative, should one be appointed). In the event of
the death of an Optionee, any Option held by him may be exercised
by his legatee(s) or other distributee(s) or by his personal
representative.
ARTICLE VI
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any
certificate for shares of Stock purchased upon the exercise of
any Option granted hereunder or any portion thereof unless, in
the opinion of counsel to the Corporation, there has been
compliance with all applicable legal requirements. An Option
granted under the Plan may provide that the Company's obligation
to deliver shares of Stock upon the exercise thereof may be
conditioned upon the receipt by the Company of a representation
as to the investment intention of the holder thereof in such form
as the Company shall determine to be necessary or advisable
solely to comply with the provisions of the Securities Act of
1933, as amended, or any other federal, state or local securities
laws.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time terminate the Plan, and may at any
time and from time to time and, in any respect amend or modify
the Plan.
ARTICLE VIII
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall neither affect any other
stock option, incentive or other compensation plans in effect for
the Company or any of its subsidiaries, nor shall the adoption of
the Plan preclude the Company from establishing any other forms
of incentive or other compensation plan for directors of the
Company.
ARTICLE IX
MISCELLANEOUS
9.1 Plan Binding on Successors. The Plan shall be binding
--------------------------
upon the successors and assigns of the Company.
9.2 Singular, Plural: Gender. Whenever used herein, nouns
------------------------
in the singular shall include the plural, and the masculine
pronoun shall include the feminine gender.
9.3 Headings etc., No Part of Plan . Headings of articles
------------------------------
and paragraphs hereof are inserted for convenience and reference,
<PAGE> Exhibit 5.1
Opinion of Bert Sager, special counsel to the Registrant,
with respect to the legality of the securities
being offered hereunder
<PAGE>
October 13, 1995
Computer Products, Inc.
7900 Glades Road
Suite 500
Boca Raton, FL 33434
Computer Products, Inc.
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
I have acted as special counsel for Computer
Products, Inc., a Florida corporation (the "Company"), in
connection with Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by the Company
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "1933 Act"). This
Registration Statement being filed with respect to 210,741
shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company relating to the Company's
Outside Directors' Stock Option Plan (the "Plan").
You have requested me to render to you the
following opinion. In connection with the opinion, I have
examined originals, or copies certified or otherwise
identified to my satisfaction, of all corporate and other
documents and records of the Company and all certificates of
public officials and officers of the Company, and have made
such other investigations, as I have deemed necessary or
appropriate in connection with rendering this opinion. As
to questions of fact material to this opinion, I have, when
relevant facts were not independently established by me,
relied upon certificates of public officials and information
supplied to me by officers of the Company.
For purposes of this opinion, I have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to me as originals and the conformity to
authentic originals of all documents submitted to me as
certified, conformed or photostatic copies.
Based upon the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized
and validly existing under the laws of the State of Florida.
2. All requisite corporate actions have been
taken to authorize the issuance of the shares of Common
Stock being registered under the Registration Statement
pursuant to the 1933 Act.
3. The shares of Common Stock, when issued and
sold in accordance with the provisions of the Plan, will be
legally issued, fully paid and non-assessable when the
Company shall have received therefor the consideration
provided in the Plan (but not less than the par value
thereof).
I am an attorney admitted to practice in the State
of Florida and do not purport to be an expert in, or to
render any opinions concerning, the laws of any jurisdiction
other than the United States of America and the State of
Florida.
This opinion is rendered to you and is solely for
your benefit in connection with the above transaction. This
opinion may not be relied upon by you for any other purpose,
or furnished to, quoted to or relied upon by any other
person, firm or corporation without my prior written
consent.
I hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
the Registration Statement, to the use of my name as your
counsel with respect to the Registration Statement and to
all references made to us therein.
Very truly yours,
BERT SAGER, ESQ.
<PAGE>
Exhibit 23.1
Consent of Arthur Andersen LLP
independent certified public accountants for the Registrant
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 18, 1995 included in Computer Products, Inc.'s Form 10-K for the year
ended December 30, 1994.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
October 13, 1995
