Registration No. 333-44966
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Robinson Nugent, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-0957603
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 East Eighth Street
Post Office Box 1208
New Albany, Indiana 47151-1208
------------------------------
(Address of Principal Executive Offices)
1993 Robinson Nugent, Inc.
Employee and Non-Employee Director Stock Option Plan
----------------------------------------------------
(Full title of the plan)
Robert L. Knabel
Vice President, Treasurer and
Chief Financial Officer
Robinson Nugent, Inc.
800 East Eighth Street
Post Office Box 1208
New Albany, Indiana 47151-1208
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(Name and address of agent for service)
(812) 945-0211
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(Telephone number, including area code, of agent for service)
Copies to:
Berkley W. Duck
Ice Miller
One American Square, Box 82001
Indianapolis, Indiana 46282
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate offering Amount of
to be registered be registered per unit price(1) registration fee(2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 86,000 shares $ 5.65 $485,900 $128.28
<FN>
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(1) Aggregate purchase price, excluding interest, estimated to be payable if the rescission offer
covered by this registration statement is accepted in full.
(2) Calculated pursuant to Rule 457(j) on the basis of the amount at which such securities were sold.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Index to Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Albany, State of Indiana, on October 5,
2000.
ROBINSON NUGENT, INC.
By: /s/ Larry W. Burke
---------------------------------------------
Larry W. Burke
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities indicated on October , 2000.
<TABLE>
<CAPTION>
<S> <C>
/s/ Larry W. Burke President, Chief Executive Officer (Principal
-------------------------------------------- Executive Officer) and Director
Larry W. Burke
/s/ Robert L. Knabel Vice President, Treasurer and Chief Financial Officer
-------------------------------------------- (Principal Financial and Accounting Officer)
Robert L. Knabel
-------------------------------------------- Director
Samuel C. Robinson
/s/ Patrick C. Duffy* Director
--------------------------------------------
Patrick C. Duffy
/s/ Richard L. Mattox* Director
--------------------------------------------
Richard L. Mattox
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<PAGE>
/s/ Jerrol Z. Miles* Director
--------------------------------------------
Jerrol Z. Miles
/s/ James W. Robinson* Director
--------------------------------------------
James W. Robinson
-------------------------------------------- Director
Richard W. Strain
-------------------------------------------- Director
Ben M. Streepey
/s/ Donald C. Neel* Director
--------------------------------------------
Donald C. Neel
*By: /s/ Larry W. Burke
--------------------------------------
Larry W. Burke
Attorney-in-fact
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the trustee
(or other person who administers the employee benefit plan) has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Albany, State of Indiana on October 5, 2000.
ROBINSON NUGENT, INC. 1993 EMPLOYEE AND
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
By: /s/ Robert L. Knabel
-----------------------------------------------------
Robert L. Knabel
Vice President, Treasurer and Chief Financial Officer
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<PAGE>
ROBINSON NUGENT, INC.
Form S-8
INDEX TO EXHIBITS
Exhibit Number
Assigned in
Regulation S-K
Item 601 Description of Exhibit
-------------- ----------------------
(4) 4.1 Specimen Certificate for Common Shares of the Company.
(Incorporated by reference to Exhibit 4 to Form S-1
Registration Statement No. 2-62521)
4.2 Rights Agreement between Robinson Nugent, Inc., Bank One,
Indianapolis, NA, as Rights Agent, dated April 21, 1988.
(Incorporated by reference to Exhibit I to Form 8-A
Registration Statement dated May 2, 1988.)
4.3 Amendment No. 1 to Rights Agreement, dated September 26,
1991. (Incorporated by reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement, dated June 11, 1992.
(Incorporated by reference to Exhibit 4.4 to Form 8-K
Current Report dated July 6, 1992.)
4.5 Amendment No. 3 to Rights Agreement, dated February 11,
1998. (Incorporated by reference to Exhibit 4.5 to Form 10-Q
Report for period ended December 31, 1998.)
4.6 Amendment No. 4 to Rights Agreement, dated October 2, 2000.
(Incorporated by reference to Exhibit 4.6 to Form 8-K Report
dated October 9, 2000.)
(5) 5.1 Opinion of Ice Miller.
(15) Not Applicable.
(23) 23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ice Miller. (Included in Exhibit 5.1.)
(24) Power of Attorney. (See Signature Page.)
(99) 99.1 Form of letter to be sent to offerees.*
99.2 Form of Response to Repurchase Offer.*
*Exhibits filed as a part of this Amendment.
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