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As filed with the Securities & Exchange Commission July 22, 1997
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 95-0693330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23301 S. Wilmington Avenue, Carson, California 90745
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK INCENTIVE PLAN
(Full title of plan)
James S. Heiser
Vice President, Chief Financial Officer, General Counsel, Secretary & Treasurer
Ducommun Incorporated
23301 S. Wilmington Avenue
Carson, CA 90745 (310) 513-7200
(Name and address, and telephone number, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per unit (2) price fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 350,000 shares $31.3125 $10,959,375 $3,321.02
($.01 par value)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers such additional shares as may
become subject to issuance as a result of the adjustment provisions
contained in the Plan named above and in agreements entered into
pursuant thereto.
(2) Pursuant to Rule 457(h), the maximum offering price has been calculated
based upon the average of the high and low prices of the Company's
Common Stock on the New York Stock Exchange on July 17, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Earlier Registration Statement By Reference
The contents of the registration statement on Form S-8 (Registration
Statement No. 33-82164) of Ducommun Incorporated (the "Company") are hereby
incorporated by reference.
Additional Information
Item 5. Interests of Named Experts and Counsel
Certain legal matters relating to the valid issuance of the additional
shares of common stock, $.01 par value (the "Common Stock"), covered by the 1994
Stock Incentive Plan (the "Plan") have been passed upon by James S. Heiser, Vice
President, Chief Financial Officer, General Counsel, Secretary and Treasurer for
the Company. Mr. Heiser is eligible to participate in the Plan and other stock
incentive plans of the Company, and as of the date of this registration
statement owns 9,061 shares of Common Stock and has been granted options to
purchase 53,000 shares of Common Stock.
Item 8. Exhibits
5.1 - Opinion and consent of Counsel as to the legality of the
additional shares to be issued under the 1994 Stock Incentive
Plan.
23.1 - Consent of Price Waterhouse LLP
23.2 - Consent of Counsel is contained in Exhibit 5.1
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 Carson, State of California, on this 22nd day of
July, 1997.
DUCOMMUN INCORPORATED
By: /s/ James S. Heiser
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James S. Heiser
Vice President, Chief
Financial Officer, General
Counsel, Secretary and
Treasurer
2
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed below in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Joseph C. Berenato Director, Chief Executive Officer July 22, 1997
- ------------------------------------ and President
Joseph C. Berenato (Principal Executive Officer)
/s/ James S. Heiser Vice President, Chief Financial Officer, July 22, 1997
- ------------------------------------ General Counsel, Secretary and Treasurer
James S. Heiser (Principal Financial Officer)
/s/ Samuel D. Williams Vice President and Controller July 22, 1997
- ------------------------------------ (Principal Accounting Officer)
Samuel D. Williams
/s/ Norman A. Barkeley Chairman of the Board July 22, 1997
- ------------------------------------
Norman A. Barkeley
/s/ H. Frederick Christie Director July 22, 1997
- ------------------------------------
H. Frederick Christie
/s/ Robert C. Ducommun Director July 22, 1997
- ------------------------------------
Robert C. Ducommun
/s/ Kevin S. Moore Director July 22, 1997
- ------------------------------------
Kevin S. Moore
/s/ Thomas P. Mullaney Director July 22, 1997
- ------------------------------------
Thomas P. Mullaney
/s/ Richard J. Pearson Director July 22, 1997
- ------------------------------------
Richard J. Pearson
/s/ Arthur W. Schmutz Director July 22, 1997
- ------------------------------------
Arthur W. Schmutz
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD OF DUCOMMUN INCORPORATED]
July 22, 1997
Ducommun Incorporated
23301 South Wilmington Avenue
Carson, California 90745
Re: 350,000 Additional Shares
Under 1994 Stock Incentive Plan
-------------------------------
Gentlemen:
You have requested my legal opinion with respect to the 1994 Stock
Incentive Plan (the "Plan") covering an additional 350,000 shares of common
stock, $.01 par value per share (the "Common Stock") of Ducommun Incorporated
(the "Company"), as approved by the Board of Directors of the Company on January
22, 1997 and by the shareholders of the Company on May 7, 1997.
For purposes of this opinion, I have examined the Plan, the relevant
resolutions of the Board of Directors and of the shareholders of the Company,
and the registration statement on Form S-8 proposed to be filed with the
Securities and Exchange Commission with respect to the registration of 350,000
additional shares of Common Stock under the Plan. I have also conducted such
other legal and factual examinations and inquiries and obtained such
certificates and assurances from officers and representatives of the Company as
I deemed appropriate under the circumstances.
Based upon such examination and subject to the foregoing, I am of the
opinion that:
1. The Plan has been duly and validly authorized by the Company under
the Delaware General Corporation Law.
2. Shares of Common Stock of the Company, when issued and paid for
pursuant to and in accordance with the terms and conditions of the Plan, will be
duly and validly issued, fully paid and nonassessable shares of Common Stock of
the Company.
This opinion is being delivered to the Company in connection with the
filing of the registration statement referred to above, and may not be used or
relied upon by anyone other than the Company and may not be quoted in whole or
in part without my prior written consent. I hereby consent to the filing of this
opinion as an exhibit to the registration statement referred to above.
Sincerely,
/s/ James S. Heiser
------------------------------
James S. Heiser
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 13, 1997, which appears on
page 28 of the 1996 Annual Report to Shareholders of Ducommun Incorporated,
which is incorporated by reference in Ducommun Incorporated's Annual Report on
Form 10-K for the year ended December 31,1996. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 17 of such Annual Report on Form 10-K.
/s/ Price Waterhouse
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Price Waterhouse
Los Angeles, California
July 22, 1997
