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Registration No. 33 - ___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRSS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 74-1677382
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1177 West Loop South, Suite 800, Houston, Texas 77027-9096
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1990 LONG-TERM INCENTIVE COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
Timothy R. Dunne, Secretary
1177 West Loop South, Suite 800
Houston, Texas 77027-9096
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 552-2000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Approximate date of proposed offering: As soon after the effective date of
this Registration Statement as options granted pursuant to the Plan are
exercised or shares of Common Stock registered hereby are granted pursuant to
the Plan.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: X
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed Amount of
securities to be offering price maximum aggregate registration
to be registered registered (1) per share (2) offering price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 per 500,000
share par value shares $14.375 $7,187,500.00 $2,478.45
("Common Stock")
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(1) Represents the approximate incremental number of shares which may be
purchased under the Plan described herein, as estimated solely for the
purpose of calculating the registration fee. This Registration Statement
also relates to such indeterminate number of additional Common Shares of
Registrant as may be issuable as a result of stock splits, stock dividends
or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c) and (h), based on the average high and low prices
of Common Stock as reported on the New York Stock Exchange Composite
Transaction Tape on June 13, 1995.
(3) Each share of Common Stock includes Rights under the Registrant's
Shareholder Rights Plan which are attached to and traded with the Common
Stock of the Registrant.
Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-34899 relating to the Plan described herein are
incorporated herein by reference.
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EXPLANATION STATEMENT
This Registration Statement is being filed pursuant to General Instruction
E of Form S-8 to register additional shares of Common Stock in connection with
CRSS Inc.'s 1990 Long-Term Incentive Compensation Plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
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5.1 Opinion and Consent of Timothy R. Dunne, Esq.
23.1 Consent of Timothy R. Dunne, Esq. (included in
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Ernst & Young LLP
EXPERTS
The consolidated financial statements and schedules of the Company and its
subsidiaries included in its Annual Report to Stockholders on Form 10-K for the
year ended June 30, 1994 filed with the Securities and Exchange Commission and
incorporated by reference herein, audited by Ernst & Young LLP, have been
included in reliance on their report given on their authority as experts in
accounting and auditing.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 13th day of June,
1995.
CRSS INC.
By: /s/ BRUCE W. WILKINSON
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(BRUCE W. WILKINSON, CHAIRMAN OF THE BOARD
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.
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Signatures Title Date
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/s/ BRUCE W. WILKINSON Chairman of the Board of Directors and June 13, 1995
------------------------------------- Chief Executive Officer and Director
(BRUCE W. WILKINSON) (Principal Executive Officer)
/s/ WILLIAM J. GARDINER Senior Vice President and Chief Financial June 13, 1995
------------------------------------- Officer and Treasurer (Principal Financial
(WILLIAM J. GARDINER) and Accounting Officer)
Director June 13, 1995
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(THOMAS A. BULLOCK)
/s/ C. HERBERT PASEUR Director June 13, 1995
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(C. HERBERT PASEUR)
/s/ MIKE A. MYERS Director June 13, 1995
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(MIKE A. MYERS)
Director June 13, 1995
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(JOHN M. SEIDL)
Director June 13, 1995
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(BEN R. STUART)
/s/ LARRY E. TEMPLE Director June 13, 1995
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(LARRY E. TEMPLE)
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EXHIBIT INDEX
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Exhibit No. Exhibit
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5.1 Opinion and Consent of Timothy R. Dunne, Esq.
23.1 Consent of Timothy R. Dunne, Esq. (included in Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Ernst & Young LLP
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June 9, 1995 Exhibit 5.1
CRSS Inc.
Suite 800
1177 West Loop South
Houston, Texas 77027
Ladies and Gentlemen:
I have acted as counsel to CRSS Inc., a Delaware corporation (the "Company") in
connection with the registration, pursuant to a Registration Statement on Form
S-8 being filed with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended, of the offering and
sale to certain employees of the Company of up to 500,000 additional shares of
the Company's Common Stock, $1.00 par value (the "Common Stock"), which may be
issued in connection with the exercise of certain rights granted under the
Company's 1990 Long-Term Incentive Plan (the "Plan").
In such capacity I have examined the corporate documents of the Company,
including its Certificate of Incorporation, as amended, its By-laws, as
amended, and resolutions adopted by its board of directors and committees
thereof. I have also examined the Registration Statement, together with the
exhibits thereto, and such other documents which I have deemed necessary for
the purposes of expressing the opinion contained herein. I have relied upon
representations made by and certificates of officers of the Company and public
officials with respect to certain facts material to this opinion. I have made
no independent investigation regarding such representations and certificates.
Based upon the foregoing, I am of the opinion that when the Options have been
duly exercised in accordance with their respective terms, the Common Stock
issued thereupon will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
/s/ TIMOTHY R. DUNNE
Timothy R. Dunne
Vice President,
General Counsel &
Corporate Secretary
CRSS Inc.
Suite 800
1177 West Loop South
Houston, Texas 77027
713 599-2603 Fax 713 552-2364
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Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1990 Long-Term Incentive
Compensation Plan and to the incorporation by reference therein of our report
dated August 12, 1994, with respect to the consolidated financial statements
and schedules of CRSS Inc. included in its Annual Report (Form 10-K) for the
year ended June 30, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
June 15, 1995
