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Registration No. -
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DUPLEX PRODUCTS INC.
(Exact name of issuer as specified in its charter)
DELAWARE 36-2109817
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1947 BETHANY ROAD, SYCAMORE, ILLINOIS 60178
(Address of Principal Executive Offices) (Zip Code)
1993 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
ANDREW N. PETERSON, VICE PRESIDENT, FINANCE, DUPLEX PRODUCTS INC.
1947 BETHANY ROAD, SYCAMORE, ILLINOIS 60178
(Name and address of agent for service)
(815) 895-2101
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock 500,000 $13.00* $6,500,000 $2,032
($1 par value) shares
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</TABLE>
* Estimated solely for purposes of calculating the registration fee
Approximate Date of Sale to Public
As soon as practicable after the effective date of the registration statement
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CROSS REFERENCE SHEET
Not applicable because prospectus is not filed as part of the registration
statement
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PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by reference
in the registration statement and all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be part hereof from the date
of filing of such documents.
(a) The registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's
document referred to in (a) above.
(c) The description of the Company's common stock contained in the Form
10 registration statement filed by the registrant under Section 12 of the
Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The General Corporation Law of Delaware empowers a corporation to
indemnify its officers, directors, employees and agents against certain
expenses, judgments, fines and amounts incurred in connection with such
persons' employment by the corporation. The By-Laws and the Amended
Certificate of Incorporation of the Company provide for indemnification of
officers and directors to the extent and under the circumstances permitted
under Delaware law, and the Company insures its directors against certain
liabilities that may be incurred by them.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
5(i) Opinion of Hinshaw and Culbertson as to the legality of the
securities being offered
5(ii)Not applicable
15 Not applicable
23(i)Consent of Grant Thornton
24 Not applicable
ITEM 9. UNDERTAKINGS.
A. 512(a) Undertaking. 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 of 1933;
(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:
(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 (1)(i) and (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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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. 512(b) UNDERTAKING. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 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. 512(h) UNDERTAKING. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 6 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 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 of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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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 Sycamore, State of Illinois, on May 2, 1994.
Duplex Products Inc.
By: /s/ DAVID J. ESKRA May 2, 1994
David J. Eskra
Chairman of the Board and Director
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. Each of the undersigned appoints David
J. Eskra, Benjamin L. McSwiney, and Andrew N. Peterson and each of them acting
alone, as his attorney-in-fact, for the purpose of executing on his behalf any
and all amendments to this registration statement including post-effective
amendments.
/s/ DAVID J. ESKRA May 2, 1994
David J. Eskra
Chairman of the Board and Director
/s/ BENJAMIN L. MCSWINEY May 2, 1994
Benjamin L. McSwiney
President, Chief Executive Officer and Director
/s/ ANDREW N. PETERSON May 2, 1994
Andrew N. Peterson
Vice President Finance, Secretary,
Chief Financial Officer and Chief Accounting Officer
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/s/ GEORGE S. HOBAN May 2, 1994
George S. Hoban
Director
/s/ JOHN A. BACON, JR. May 2, 1994
John A. Bacon, Jr.
Director
/s/ MICHAEL J. BIRCK May 2, 1994
Michael J. Birck
Director
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Exhibit 5(i) Opinion of Hinshaw and Culbertson
May 2, 1994
Mr. Benjamin L. McSwiney, President
Duplex Products Inc.
1947 Bethany Road
Sycamore, Illinois 60178
Re: 1993 INCENTIVE STOCK OPTION PLAN
Dear Mr. McSwiney:
As counsel for Duplex Products Inc. (the "Company") and in connection with its
1993 Incentive Stock Option Plan ("1993 Plan"), we have examined the corporate
proceedings of the Company and such other documents as we deem necessary, and
we are of the opinion that the shares of Company Common Stock to be issued upon
exercise of options granted under the 1993 Plan will, when issued in accordance
with the terms of the 1993 Plan and the options granted thereunder, be validly
issued, fully paid and non-assessable shares of the Common Stock of the
Company.
Sincerely,
/s/ CHARLES F. THOMAS
CHARLES F. THOMAS
For Hinshaw & Culbertson
CFT:pm
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Exhibit 23(i)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated December 2, 1993 accompanying the consolidated
financial statements and schedules incorporated by reference or included in the
Annual Report of Duplex Products Inc. on Form 10-K for the year ended October
30, 1993. We hereby consent to the incorporation by reference of said reports
in the Registration Statements of Duplex Products Inc. on Form S-8.
GRANT THORNTON
Chicago, Illinois
May 2, 1994
