As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Cobra Electronics Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-2479991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6500 West Cortland Street
Chicago, Illinois 60707
Address of principal executive offices) (Zip Code)
Cobra Electronics Corporation
1997 Stock Option Plan
1995 Stock Option Plan
(Full titles of the plans)
Gerald M. Laures Copy to:
Vice President-Finance
and Corporate Secretary Jim L. Kaput
Cobra Electronics Corporation Sidley & Austin
6500 West Cortland Street One First National Plaza
Chicago, Illinois 60707 Chicago, Illinois 60603
(773) 889-8870 (312) 853-7000
(Name, address, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum
Securities to to be Offering aggregate Amount of
be registered registered(1) price per offering registration
share(2) price fee
Common Stock, 7,500 shares $2.0625 $1,918,593.75 $582
$.33 1/3 par 237,500 shares $2.875 (2)
value 355,000 shares $3.4375
</TABLE>
(1) This registration statement also covers an additional and
indeterminate number of shares as may become issuable because of
the provisions of the Plan relating to adjustments for changes
resulting from stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the
registration fee and, pursuant to Rule 457(h) under the
Securities Act of 1933, based upon (i) as to options to purchase
7500 shares of Common Stock, a $2.0625 purchase price per share,
(ii) as to options to purchase 237,500 shares of Common Stock, a
$2.875 purchase price per share and (iii) as to 355,000 shares of
Common Stock, the average of the high and low sale prices of the
Common Stock of the Registrant on The Nasdaq Stock Market on July
25, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Cobra Electronics
Corporation (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1996; and
(c) The description of the Common Stock, par value $.33 1/3, of
the Company which is contained in a registration statement filed
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after
the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby 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 a part hereof from the respective dates of
filing of such documents.
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 145 of the Delaware General Corporation Law ("DGCL")
empowers a Delaware corporation to indemnify any person who was
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such
person is or was a director, officer, employee or agent of
such corporation or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's
best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was illegal. A Delaware corporation
may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the person is adjudged to be liable to the
corporation. Where a director, officer, employee or agent of the
corporation is successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to above, or
in defense of any claim, issue or matter therein, the corporation
must indemnify him against expenses (including attorneys' fees)
actually and reasonably incurred.
In accordance with Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation, as amended, provides that a
director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for
certain transactions under Section 174 of the DGLC (unlawful
payment of dividends or unlawful stock purchases or redemptions)
or (iv) for any transaction from which a director derived an
improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of
care, including any actions involving gross negligence.
The Certificate of Incorporation, as amended, and the By-laws of
the Company provide for indemnification of the Company's
directors, officers, employees and agents to the fullest extent
permitted by applicable law.
Pursuant to Section 145 of the DGCL and the Certificate of
Incorporation, as amended, and the By-laws of the Company, the
Company maintains directors' and officers' liability insurance
coverage.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Description
4.1 Certificate of Incorporation, as amended, of the Company.
4.2 By-laws of the Company.
5 Opinion of Sidley & Austin.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Sidley & Austin (contained in Exhibit 5).
24 Powers of Attorney (included on signature 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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(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 remained
unsold at the termination of the offering.
(b) 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 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 of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 Chicago, State of
Illinois on this 30th day of July,1997.
Cobra Electronics Corporation
By: /s/ Gerald M. Laures
Gerald M. Laures
Vice President-Finance and
Corporate Secretary
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Cobra Electronics
Corporation hereby severally constitute and appoint Jerry Kalov
and Gerald M. Laures, and each of them singly, our true and
lawful attorneys, with full power to them and each of them
singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this
registration statement, and generally to do all things in our
names and on our behalf in such capacities to enable the Company
to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission.
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.
Signature Title(s) Date
/s/ Jerry Kalov President and Chief July 30, 1997
Jerry Kalov Executive Officer
and Director (Principal
Executive Officer)
/s/ James R. Bazet Executive Vice President July 30, 1997
James R. Bazet and Chief Operating
Officer and Director
/s/ Gerald M. Laures Vice President-Finance July 30, 1997
Gerald M. Laures and Corporate Secretary
and Director (Principal
Financial and Accounting
Officer)
/s/ Carl Korn Chairman of the Board July 30, 1997
Carl Korn of Directors and Director
/s/ William P. Carmichael Director July 30, 1997
William P. Carmichael
/s/ Samuel B. Horberg Director July 30, 1997
Samuel B. Horberg
/s/ Harold D. Schwartz Director July 30, 1997
Harold D. Schwartz
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Certificate of Incorporation, as amended, of the
company (incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990 (File No. 0-511), Exhibit 3-1).
4.2 By-laws of the Company (incorporated by reference to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1990 (File No. 0-511), Exhibit 3-2).
5* Opinion of Sidley & Austin.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Sidley & Austin (contained in Exhibit 5).
24* Powers of Attorney (included on signature page).
*Filed herewith
<PAGE>
EXHIBIT 24
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cobra Electronics Corporation and subsidiaries on
Form S-8 of our report dated February 28, 1997, appearing in the
Annual Report on Form 10-K of Cobra Electronics Corporation and
subsidiaries for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
July 30, 1997
<PAGE>
Exhibit 5
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
July 30, 1997
Cobra Electronics Corporation
6500 West Cortland Street
Chicago, Illinois 60635
Re: Cobra Electronics Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Cobra Electronics Corporation, a
Delaware corporation (the "Company"), in connection with the
filing of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the registration of 600,000 shares of common
stock, par value $.33 1/3, of the Company ("Common Stock") to be
offered to participants in the Company's 1997 Stock Option Plan
(the "1997 Plan") and the Company's 1995 Stock Option Plan
(together with the 1997 Plan, the "Plans").
We are familiar with the Certificate of Incorporation, as
amended, and the By-laws of the Company and all amendments
thereto and resolutions of the Board of Directors of the Company
relating to the Plan and the Registration Statement.
In this connection, we have examined originals, or copies of
originals certified or otherwise identified to our satisfaction,
of such records of the Company and other corporate documents,
have examined such questions of law and have satisfied ourselves
as to such matters of fact as we have considered relevant and
necessary as a basis for the opinions set forth herein. We have
assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity
of all natural persons and the conformity with the original
documents of any copies thereof submitted to us for our
examination.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
2. If, pursuant to the authorization of the Company's Board of
Directors, the Company shall issue authorized and unissued shares
of Common Stock pursuant to either Plan, such shares will be
legally issued, fully paid and non-assessable when (i) the
Registration Statement shall have become effective under the Act;
(ii) such shares shall have been duly issued and sold in the
manner contemplated by the applicable Plan; and (iii)
certificates representing such shares shall have been duly
executed, countersigned and registered and duly delivered against
receipt by the Company of the consideration (but not less than
the par value thereof) provided in the applicable Plan.
We do not find it necessary for the purposes of this opinion to
cover, and accordingly we express no opinion as to the
application of the securities or blue sky laws of the various
states to the sale of shares of Common Stock.
This opinion is limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to all references to our firm
included in or made a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are within
the category of persons from whom consent is required by Section
7 of the Securities Act or the related rules promulgated by the
Commission.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
