<PAGE>
As filed with the Securities and Exchange Commission on July 25, 2000
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
6500 West Cortland Street 60707
Chicago, Illinois (Zip Code)
(Address of Principle Executive Offices)
Cobra Electronics Corporation 2000 Stock Option Plan
(Full Title of the Plan)
Gerald M. Laures
Vice President-Finance and Corporate Secretary
Cobra Electronics Corporation
6500 West Cortland Street
Chicago, Illinois 60707
(773) 889-8870
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered Offering Price Per Unit Aggregate Offering Fee
Registered Price
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<S> <C> <C> <C> <C>
Common Stock, $.33 1/3 300,000 shares (1) $6.46875 (2) $1,940,625 (2) $512.33
par value
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</TABLE>
(1) This registration statement also covers an additional and indeterminate
number of shares as may become issuable because of 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
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average
of the high and low prices of the Common Stock of the Registrant on The Nasdaq
Stock Market on July 21, 2000.
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Part II
Information Required in the
Registration Statement
Item 3. Incorporation of Certain 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 fiscal year ended
December 31, 1999 filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000 filed under the Exchange Act; and
(c) The description of the Common Stock, par value $.33 1/3, of the
Company (the "Common Stock") which is contained in a registration statement
filed under Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, are 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 (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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.
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, partnership, joint venture,
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trust or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. 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 present or former director or officer
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 such person 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 DGCL (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
Number Description of Exhibit
------- ----------------------
4.1 Certificate of Incorporation of the Company, as amended,
incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998 ((File
No. 0-511), Exhibit 10-37).
4.2 By-laws of the Company, incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1998 ((File No. 0- 511), Exhibit 10-36).
*4.3 Cobra Electronics 2000 Stock Option Plan
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<PAGE>
*5 Opinion of Sidley & Austin as to the legality of the securities
being registered.
*23.1 Consent of Sidley & Austin (included in its opinion filed as Exhibit
5).
*23.2 Consent of Deloitte & Touche LLP.
*24 Powers of Attorney (included on signature page).
_____________________
* Filed herewith.
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 this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(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; and
(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
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registration statement is on Form S-3, Form S-8 or Form F-3, 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 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, 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.
----
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(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, 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 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.
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<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 Chicago, State of Illinois, on this 21st day of July,
2000.
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 James R. Bazet 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 and 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 indicated on this 21st day of July, 2000.
Names Capacity
----- --------
/s/ James R. Bazet President and Chief Executive Officer and
----------------------------- Director (principal executive Officer)
James R. Bazet
/s/ Gerald M. Laures Vice President-Finance and Corporate Secretary
----------------------------- and Director (principal financial and
Gerald M. Laures accounting officer)
/s/ Carl Korn Chairman of the Board of Directors
-----------------------------
Carl Korn
/s/ William P. Carmichael Director
-----------------------------
William P. Carmichael
/s/ James W. Chamberlain Director
-----------------------------
James W. Chamberlain
/s/ Ian R. Miller Director
-----------------------------
Ian R. Miller
/s/ Harold D. Schwartz Director
-----------------------------
Harold D. Schwartz
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<PAGE>
Index to Exhibits to Registration Statement on Form S-8
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 Certificate of Incorporation of the Company, as amended,
incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998 ((File
No. 0-511), Exhibit 10-37).
4.2 By-laws of the Company, incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1998 ((File No. 0- 511), Exhibit 10-36).
*4.3 Cobra Electronics 2000 Stock Option Plan
*5 Opinion of Sidley & Austin as to the legality of the securities
being registered.
*23.1 Consent of Sidley & Austin (included in its opinion filed as
Exhibit 5).
*23.2 Consent of Deloitte & Touche LLP.
*24 Powers of Attorney (included on signature page).
_____________________
* Filed herewith.
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