As filed with the Securities and Exchange Commission on July 24, 1996.
Registration No. 333-_________
__________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DDL ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0213512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2151 Anchor Court, Newbury Park, California 91320
(Address of principal executive offices) (Zip Code)
DDL ELECTRONICS, INC. 1996 STOCK INCENTIVE PLAN,
DDL ELECTRONICS, INC. 1996 NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN,
and
COMMON STOCK PURCHASE WARRANTS, SERIES H
OF DDL ELECTRONICS, INC.
(Full title of the plans)
__________________________________
Gregory L. Horton
President and Chief Executive Officer
DDL Electronics, Inc.
2151 Anchor Court
Newbury Park, California 91320
(Name and address of agent for service)
(805) 376-9415
(Telephone number, including area code of agent for service)
==============================================================================
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ------------ ------------ ----------- --------- -----------
Common Stock 3,475,000 (1) $1.68 (2) $5,838,000 (2) $2,013.10 (2)
($0.01 par shares
value)
(1) Number of shares of common stock, par value $.01 per share (the
"Common Stock"), of DDL Electronics, Inc., a Delaware corporation (the
"Company"), reserved for issuance upon exercise of options under the DDL
Electronics, Inc. 1996 Stock Incentive Plan, the DDL Electronics, Inc. 1996
Non-Employee Directors Stock Option Plan, and the Common Stock Purchase
Warrants, Series H of DDL Electronics, Inc. (the "Plans").
(2) Calculated on the basis of (a) the prices ranging from $1.50 to
$1.75 per share, with a weighted average price of $1.67, at which outstanding
options and warrants for 1,176,000 shares of common stock may be exercised and
(b) the average of the high and low prices reported on the New York Stock
Exchange on July 22, 1996, which prices were $1.75 and $1.625, respectively,
for the remaining 2,299,000 shares not covered by outstanding options.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees and directors participating in the plans covered by this
Registration Statement as specified by Securities and Exchange Commission (the
"SEC") Rule 428(b)(1). Such documents need not be filed with the SEC either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the SEC by the Company and
are hereby incorporated by reference into this Registration Statement:
(i) the Company's Annual Report on Form 10-K for its fiscal year ended
June 30, 1995 (the "Form 10-K");
(ii) the Company's Amendment on Form 10-K/A to the Form 10-K;
(iii) the Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended September 30, 1995;
(iv) the Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended December 31, 1995;
(v) the Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 1996;
(vi) the Company's Current Reports on Form 8-K, dated the following
dates: July 12, 1995, July 13, 1995, August 3, 1995, August 7, 1995 and
January 29, 1996 (the "SMTEK 8-K");
(vii) the Company's Amendment on Form 8-K/A, dated March 27, 1996, to
the SMTEK 8-K; and
(viii) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the SEC pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all such securities remaining unsold shall be deemed to be
incorporated by reference herein and shall be deemed to be a part hereof from
the date of filing of such documents.
<PAGE>
Any statement contained in a document incorporated or deemed
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 subsequently filed document that is also deemed to
be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
The Company hereby undertakes to provide without charge to each person
to whom a Registration Statement is delivered, upon written or oral request of
such person, a copy of any document incorporated herein by reference (not
including exhibits to documents that have been incorporated herein by
reference unless such exhibits are specifically incorporated by reference in
the document which this Registration Statement incorporates). Requests should
be directed to DDL Electronics, Inc., 2151 Anchor Court, Newbury Park,
California 91320, Attention: Corporate Secretary, telephone (805) 376-9415.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law provides that
a corporation may eliminate or limit the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent conduct in paying dividends
or repurchasing stock out of other than lawfully available funds or (iv) for
any transaction from which the director derived an improper personal benefit.
No such charter or by-law provision shall eliminate or limit the liability of
a director for any act or omission occurring prior to the date when such
provision becomes effective.
The Company's Certificate of Incorporation includes a provision
eliminating, to the fullest extent permitted by Delaware law, director
liability for monetary damages for breaches of fiduciary duty.
The Company's Bylaws require that directors and officers be indemnified
to the maximum extent permitted by Delaware law.
The Company has a policy of directors and officers liability insurance
which insures directors and officers against the cost of defense, settlement
or payment of a judgment under certain circumstances.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
------- -----------
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 4.1
of the Company's Registration Statement on Form S-8,
Commission File No. 33-7440).
4.2 Bylaws of the Company, amended and restated effective
March 1993 (incorporated by reference to Exhibit 3-b
of the Company's 1993 Annual Report).
4.3 DDL Electronics, Inc. 1996 Stock Incentive Plan
(incorporated by reference to Exhibit A of the
Company's Proxy Statement for the fiscal 1995 Annual
Stockholders Meeting).
4.4 DDL Electronics, Inc. 1996 Non-Employee Directors
Stock Option Plan (incorporated by reference to
Exhibit B of the Company's Proxy Statement for the
fiscal 1995 Annual Stockholders Meeting).
4.5* Warrant Agreement dated July 1, 1995 among DDL
Electronics, Inc. and each of Warrant Recipients
(incorporated by reference to Exhibit C of the
Company's Proxy Statement for the fiscal 1995 Annual
Stockholders Meeting).
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P.
regarding the legality of the securities registered.
23.1 Consent of Parker, Poe, Adams & Bernstein L.L.P.
(included in Exhibit 5.1 to this Registration
Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Mr. Gary W. Janke, C.P.A.
24.1 Power of Attorney (contained on signature page hereto).
* This is the form of Warrant Agreement executed and delivered by or on
behalf of each of the several directors participating in this warrant
compensation plan. The Warrant Agreements are substantially identical
in all material respects except as to the names of the parties thereto.
The names of each party (other than the Company) are as follows: Erven
Tallman, Bernee Strom, Robert Wilson, Don Raig and Melvin Foster.
<PAGE>
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 the Registration
Statement 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;
(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; and
(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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
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 foregoing
provisions above, 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.
<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 Newbury Park, State of California,
on July 24, 1996.
DDL ELECTRONICS, INC.
By: /s/Gregory L. Horton
---------------------
Gregory L. Horton
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of DDL Electronics, Inc.,
do hereby constitute and appoint each of Messrs. Gregory L. Horton and
Richard K. Vitelle, each with full power of substitution, our true and lawful
attorney-in-fact and agent to do any and all acts and things in our names
and in our behalf in our capacities stated below, which acts and things any
of them may deem necessary or advisable to enable DDL Electronics, Inc. to
comply with the Securities and Exchange Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but
not limited to, power and authority to sign for any or all of us in our names,
in the capacities stated below, any and all amendments (including post-
effective amendments) hereto; and we do hereby ratify and confirm all that
they shall 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 Title Date
/s/ Gregory L. Horton Chief Executive Officer, July 24, 1996
- ---------------------- President and Director
Gregory L. Horton
/s/ Richard K. Vitelle Vice President-Finance and July 24, 1996
- ---------------------- Administration, Chief
Richard K. Vitelle Financial Officer, Treasurer,
Secretary and Director
/s/ Karen B. Brenner Director July 24, 1996
- ----------------------
Karen B. Brenner
/s/ Melvin Foster Director July 24, 1996
- ----------------------
Melvin Foster
/s/ Robert G. Wilson Director July 24, 1996
- ----------------------
Robert G. Wilson
/s/ Bernee D. L. Strom Director July 24, 1996
- ----------------------
Bernee D. L. Strom
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 4.1
of the Company's Registration Statement on Form S-8,
Commission File No. 33-7440).
4.2 Bylaws of the Company, amended and restated effective
March 1993 (incorporated by reference to Exhibit 3-b
of the Company's 1993 Annual Report).
4.3 DDL Electronics, Inc. 1996 Stock Incentive Plan
(incorporated by reference to Exhibit A of the
Company's Proxy Statement for the fiscal 1995 Annual
Stockholders Meeting).
4.4 DDL Electronics, Inc. 1996 Non-Employee Directors
Stock Option Plan (incorporated by reference to
Exhibit B of the Company's Proxy Statement for the
fiscal 1995 Annual Stockholders Meeting).
4.5* Warrant Agreement dated July 1, 1995 among DDL
Electronics, Inc. and each of Warrant Recipients
(incorporated by reference to Exhibit C of the
Company's Proxy Statement for the fiscal 1995
Annual Stockholders Meeting).
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P.
regarding the legality of the securities registered.
23.1 Consent of Parker, Poe, Adams & Bernstein L.L.P.
(included in Exhibit 5.1 to this Registration
Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Mr. Gary W. Janke, C.P.A.
24.1 Power of Attorney (contained on signature page hereto).
* This is the form of Warrant Agreement executed and delivered by or on
behalf of each of the several directors participating in this warrant
compensation plan. The Warrant Agreements are substantially identical
in all material respects except as to the names of the parties thereto.
The names of each party (other than the Company) are as follows: Erven
Tallman, Bernee Strom, Robert Wilson, Don Raig and Melvin Foster.
EXHIBIT 5.1
July 24, 1996
Board of Directors
DDL Electronics, Inc.
2151 Anchor Court
Newbury Park, California 91320
Dear Sirs:
We have acted as counsel to DDL Electronics, Inc., a Delaware
corporation (the "Company"), in connection with certain matters pertaining to
the Company's filing today, with the Securities and Exchange Commission (the
"Commission"), pursuant to the Securities Act of 1933, as amended (the "Act"),
of a registration statement on Form S-8 (the "Registration Statement")
covering the offer and sale of up to 3,475,000 shares (the "Shares") of common
stock of the Company, par value $.01 per share (the "Stock"), pursuant to the
Company's 1996 Stock Incentive Plan, the Company's 1996 Non-Employee Directors
Stock Option Plan and the Company's Common Stock Purchase Warrants, Series H
(collectively, the "Plans").
We are familiar with the corporate proceedings of the Company with
respect to the issuance and sale of the Shares, and we have examined such
corporate records of the Company and such other documents and certificates as
we have considered necessary for the purpose of rendering the opinion
hereinafter expressed.
Based upon the foregoing, it is our opinion that the Shares, when sold
and paid for in accordance with the terms of the Plans, will be legally
issued, fully paid and nonassessable under the General Corporation Law of the
State of Delaware.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in related prospectuses. 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 Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Parker, Poe, Adams & Bernstein L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
DDL Electronics, Inc.:
We consent to the use of our report, dated August 18, 1995, incorporated
herein by reference in the Registration Statement on Form S-8, dated
July 24, 1996, of DDL Electronics, Inc.
As discussed in note 1 to the financial statements, in 1994 the Company
adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes".
/s/ KPMG PEAT MARWICK LLP
Portland, Oregon
July 24, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 registration statement of our report for
SMTEK, Inc. dated August 15, 1995 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
July 23, 1996
EXHIBIT 23.4
ACCOUNTANT'S CONSENT
I hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of my report
dated March 21, 1996, which appears on page F-13 of the Amendment on Form 8-
K/A dated March 27, 1996.
/s/ Gary W. Janke
Granada Hills, California
July 22, 1996
