As filed with the Securities and Exchange Commission on May 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
ELECTRONIC ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
New Jersey 21-0606484
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
185 Monmouth Parkway 07764
West Long Branch, New Jersey (Zip Code)
(908) 229-1100
(Address and telephone number of
Principal Executive Offices)
</TABLE>
1994 Stock Option Plan for Non-Employee Directors
(Full title of the Plan)
Richard P. Jaffe, Esq.
Mesirov Gelman Jaffe Cramer & Jamieson
1735 Market Street
Philadelphia PA 19103-7598
(215) 994-1046
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee(2)
------------------- ------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 400,000 shares $7.625 $3,050,000 $1,052
Preferred Stock 400,000 rights NA NA NA
Purchase Rights
</TABLE>
(1) There are registered hereby 400,000 shares of Common Stock
("Common Stock") of Electronic Associates, Inc. (the
"Company") issuable pursuant to the Company's 1994 Stock
Option Plan for Non-Employee Directors (the "1994 Directors'
Stock Option Plan") and 400,000 Preferred Stock Purchase
Rights ("Rights") associated with the shares of Common Stock
reserved for issuance pursuant to the 1994 Directors' Stock
Option Plan. This Registration Statement also relates to
such indeterminate number of shares of the Company's Common
Stock and associated Rights as may become issuable by reason
of the adjustment provisions of the 1994 Directors' Stock
Option Plan.
(2) The maximum offering price per share of Common Stock and the
maximum aggregate offering price for the 400,000 shares of
Common Stock being offered pursuant to the 1994 Directors'
Stock Option Plan are estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933, as amended. They are based
upon the average of the high and low prices of the Common
Stock on May 15, 1995 as reported on the New York Stock
Exchange ("NYSE"). The Rights associated with the Common
Stock are not exercisable or transferable apart from the
Common Stock at the present time and no additional
consideration will be received by the Company in connection
with the granting of such Rights upon issuance of the Common
Stock. Accordingly, no material independent value is
attributable to the Rights and no separate registration fee
is required with respect to such Rights pursuant to Rule
457.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission ("Commission"):
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended by Form
10-K/A dated April 28, 1995 (Commission File No.
1-4680);
(b) All other reports filed by the Company with the
Commission since December 31, 1994 pursuant to
Section 13(a) or 15(d) of the Exchange Act,
including the following:
(i) Form 10-Q for the quarterly period ending
April 1, 1995.
(ii) Form 8-K dated January 4, 1995, as amended,
reporting that the Company acquired by
merger Tanon Manufacturing, Inc. of
Fremont, California, formerly a privately
held company which provides electronic
manufacturing services to original
equipment manufacturers.
(iii) Form 8-K dated January 16, 1995, as
amended, reporting that the Company
acquired a 25% equity interest in BarOn
Technologies, Ltd., a privately held
company located in Haifa, Israel, engaged
in the research and development of input
devices for computers that can directly
digitize handwriting in a variety of
languages, from any surface, and a right to
acquire an additional 8.33% equity interest
in BarOn Technologies, Ltd.
(c) The description of the Company's Common Stock
contained in the registration statement therefor
under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of
updating such description; and
(d) The description of the Company's Preferred Stock
Purchase Rights contained in the registration
statement therefor under Section 12 of the Exchange
Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 in this Registration Statement and to be part hereof
from the date of filing such documents.
Item 4. Description of Securities
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock and associated Rights being
registered by this Registration Statement will be passed upon for the Company by
Mesirov Gelman Jaffe Cramer & Jamieson, Philadelphia, Pennsylvania, counsel to
the Company. Richard P. Jaffe, a partner of such law firm, is the Secretary of
the Company.
Item 6. Indemnification of Directors and Officers
As expressly permitted by the New Jersey Business
Corporation Act (the "NJBCA"), Article ELEVENTH of the Company's Certificate of
Incorporation, as amended, provides that, to the fullest extent permitted by the
NJBCA as from time to time in effect, a director or officer of the Company shall
not be liable to the Company or its shareholders for damages for breach of such
person's fiduciary duty as a director or officer. Accordingly, the Company or a
shareholder may only prosecute an action against a director or officer for
damages if the Company or shareholder can show a breach of the director's or
officer's duty of loyalty to the Company or its shareholders, a failure by the
director or officer to act in good faith or a knowing violation of law, or
receipt by the director or officer of an improper personal benefit.
Article 37 of the Company's by-laws ("Article 37") provides,
among other things, that the Company shall, to the fullest extent permitted by
the laws of the State of New Jersey as from time to time in effect, indemnify
any person who is or was made a party or is threatened to be made a party to any
proceeding by reason of the fact that he is or was a director or officer of the
Company or, while serving as a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, trust, employee benefit plan or
other enterprise against all expenses and liabilities. Article 37 further
provides that the Company shall, from time to time, reimburse or advance to any
such director or officer the funds necessary for payment of expenses incurred in
connection with any proceeding, upon receipt of a written undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification. The rights and
authority conferred in Article 37 are not exclusive of any other right which an
indemnified party may have or acquire under any statute, provision of the
Company's by-laws, agreement, vote of the shareholders or directors or
otherwise.
The NJBCA generally provides that a corporation may, and in
certain circumstances, shall, indemnify its officers, directors, employees and
agents ("Corporate Agents"), Corporate Agents of constituent corporations that
it has absorbed by merger or consolidation, and Corporate Agents of other
corporations if such Corporate Agents serve at the indemnifying corporation's
request. A corporation may indemnify such Corporate Agent in a civil proceeding
if the Corporate Agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
in a criminal proceeding, if he had no reasonable cause to believe his conduct
was unlawful, except that indemnification is not permitted in an action by or in
the right of the corporation if the Corporate Agent is adjudged to be liable to
the corporation, unless the court in which the proceeding was brought shall have
determined that indemnification is appropriate in light of the circumstances of
the case.
The Company has purchased and maintains insurance for its
officers and directors against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. The effect of such insurance is to
indemnify any officer or director of the Company against expenses, judgements,
fines,
II-2
<PAGE>
attorney's fees and other amounts paid in settlements incurred by him,
subject to certain exclusions. Such insurance does not insure against any such
amount incurred by an officer or director as a result of his own dishonesty.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
---------- ------------
4(a) Certificate of Incorporation, as
amended, was filed as Exhibit 3.1 to
the Company's Registration Statement
on Form S-1, as amended, No. 33-81892,
and is hereby incorporated by
reference.
4(b) Rights Agreement, dated as of
February 10, 1988, between the Company
and Manufacturers Hanover Trust
Company, as Rights Agent, was filed as
Exhibit 1 to the Company's Form 8-A,
dated February 11, 1988, and is
hereby incorporated by reference.
(File No. 1-4680).
4(c) Amendment, dated as of October 24,
1990, to the Rights Agreement, was
filed as Exhibit 2 to the Company's
Form 8, dated October 24, 1990, and is
hereby incorporated by reference.
4(d) 1994 Stock Option Plan for
Non-Employee Directors was filed as
Appendix II to the Company's
Definitive Proxy Statement dated
April 18, 1994, and is hereby
incorporated by reference.
5 Opinion of Mesirov Gelman Jaffe Cramer
& Jamieson.
23(a) Consent of Arthur Andersen LLP,
Independent Public Accountants
of Electronic Associates, Inc.
23(b) Consent of KPMG Peat Marwick LLP,
Independent Auditors of Tanon
Manufacturing, Inc.
23(c) Consent of Shilling & Kenyon Inc.,
Certified Public Accountants of
Tanon Manufacturing, Inc.
23(d) Consents of Luboshitz, Kasierer & Co.,
and Yosef Shimony, Independent
Public Accountants of BarOn
Technologies Ltd.
23(e) Consent of Mesirov Gelman Jaffe Cramer
& Jamieson (included in Exhibit 5).
24 Power of Attorney (set forth on
signature page hereto).
II-3
<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 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;
(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)(l)(i) and (a)(l)(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 by the registrant
pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as
amended (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.
(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 the 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.
II-4
<PAGE>
(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 Securities and Exchange
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.
II-5
<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 West Long Branch, State of New Jersey on the
19th day of May, 1995.
ELECTRONIC ASSOCIATES, INC.
By:/s/ Joseph R. Spalliero
-----------------------------
Joseph R. Spalliero, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Irwin L. Gross, Jules M.
Seshens, Joseph R. Spalliero and Jonathan R. Wolter, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Irwin L. Gross Chairman of the Board May 19, 1995
---------------------------------------
Irwin L. Gross
/s/ Joseph R. Spalliero Director and President May 19, 1995
--------------------------------------- (Principal Executive Officer)
Joseph R. Spalliero
[Signatures continued on next page]
II-6
<PAGE>
Signature Title Date
/s/ Jonathan R. Wolter Treasurer and Vice May 19, 1995
--------------------------------------- President, Finance
Jonathan R. Wolter (Principal Financial and
Accounting Officer)
/s/ Bruce P. Murray Director May 19, 1995
--------------------------------------
Bruce P. Murray
/s/ Jules M. Seshens Director May 19, 1995
---------------------------------------
Jules M. Seshens
/s/ G. Corson Ellis Director May 19, 1995
-----------------------------------------
G. Corson Ellis
/s/ Seth Joseph Antine Director May 19, 1995
-----------------------------------------
Seth Joseph Antine
---------------------------------------- Director May __, 1995
Michael M. Michigami
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
4(a) Certificate of Incorporation, as amended, was filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1, as amended, No. 33-
81892, and is hereby incorporated by reference.
4(b) Rights Agreement, dated as of February 10, 1988, between the Company
and Manufacturers Hanover Trust Company, as Rights Agent, was filed
as Exhibit 1 to the Company's Form 8-A, dated February 11, 1988, and
is hereby incorporated by reference. (File No. 1-4680).
4(c) Amendment, dated as of October 24, 1990, to the Rights
Agreement, was filed as Exhibit 2 to the Company's Form 8,
dated October 24, 1990, and is hereby incorporated by
reference.
4(d) 1994 Stock Option Plan for Non-Employee Directors was filed
as Appendix II to the Company's Definitive Proxy Statement
dated April 18, 1994, and is hereby incorporated by
reference.
5 Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.
23(a) Consent of Arthur Andersen LLP, Independent Public
Accountants of Electronic Associates, Inc.
23(b) Consent of KPMG Peat Marwick LLP, Independent Auditors of
Tanon Manufacturing, Inc.
23(c) Consent of Shilling & Kenyon Inc., Certified Public
Accountants of Tanon Manufacturing, Inc.
23(d) Consents of Luboshitz, Kasierer & Co., and Yosef Shimony,
Independent Public Accountants of BarOn Technologies Ltd.
23(e) Consent of Mesirov Gelman Jaffe Cramer & Jamieson
(included in Exhibit 5).
24 Power of Attorney (set forth on signature page hereto).
</TABLE>
Exhibit 5
Opinion of Mesirov Gelman Jaffe Cramer & Jamieson
<PAGE>
(215) 994-1000
May 22, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Electronic Associates, Inc.
Registration Statement on Form S-8
----------------------------------
Dear Sir/Madam:
As counsel to Electronic Associates, Inc., a New Jersey
corporation (the "Company"), we are familiar with the corporate proceedings
relating to the proposed registration on Form S-8, which is to be filed with the
Securities and Exchange Commission on or about May 22, 1995 (the "Registration
Statement"), of 400,000 shares of the Company's Common Stock (the "Shares")
issuable pursuant to the Company's 1994 Stock Option Plan for Non-Employee
Directors (the "1994 Directors' Stock Option Plan") and 400,000 Preferred Stock
Purchase Rights (the "Rights") associated with the Shares reserved for issuance
pursuant to the 1994 Directors' Stock Option Plan.
We have examined the Company's Certificate of Incorporation,
as amended, the Company's By-Laws, as amended, and related minutes of action
taken by, as well as related consents executed by, the Board of Directors of the
Company, and such other documents and corporate records relating to the Company
and the proposed issuance and sale of the Shares as we deemed appropriate for
purposes of rendering this opinion.
Based upon the foregoing, it is our opinion that when the
Shares are sold in the manner and for the consideration described in the 1994
Directors' Stock Option Plan, the Shares, and associated Rights, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to all references made to this firm included
in the Registration Statement.
Richard P. Jaffe, a partner in this firm, is the Secretary
of the Company.
Very truly yours,
/s/ Mesirov Gelman Jaffe Cramer & Jamieson
Exhibit 23(a)
Consent of Arthur Andersen LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Electronic Associates, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated April 14,
1995 included in Electronic Associates, Inc.'s Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A dated April 28, 1995, and to all
references to our firm included in or made a part of this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 19, 1995
II-12
Exhibit 23(b)
Consent of KPMG Peat Marwick LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Electronic Associates, Inc.:
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Electronic Associates, Inc. of our report dated March 31, 1994,
with respect to the balance sheet of Tanon Manufacturing, Inc. as of December
31, 1993 and the related statements of operations, shareholders' equity and
cash flows for the year ended December 31, 1993, which report appears in the
Form 8-K of Electronic Associates, Inc. dated January 4, 1995.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
San Jose, California
May 18, 1995
Exhibit 23(c)
Consent of Shilling & Kenyon Inc.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Electronic Associates, Inc.:
As independent public accountants of Tanon Manufacturing, Inc., we hereby
consent to the incorporation by reference in this Form S-8 Registration
Statement of our report dated September 23, 1994 included in the financial
statements of Tanon Manufacturing, Inc. as of December 31, 1992 and for the
years ended December 31, 1992 and 1991 filed as part of Exhibit 99 to Electronic
Associates, Inc.'s Form 8-K (date of report: January 4, 1995), as amended by
Form 8-K/A dated March 17, 1995 and to all references to our firm included in
or made a part of this registration statement.
/s/ Shilling & Kenyon Inc.
San Jose, California
May 18, 1995
Exhibit 23(d)
Consents of Luboshitz, Kasierer & Co. and Yosef Shimony
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Electronic Associates, Inc.:
As independent public accountants of BarOn Technologies Ltd., we hereby
consent to the incorporation by reference in this Form S-8 Registration
Statement of our report dated March 21, 1995 included in the financial
statements of BarOn Technologies Ltd. as of December 31, 1993 and December 31,
1992 and for the year ended December 31, 1993 and for the period from
inception in 1992 through December 31, 1992 filed as part of Exhibit 99.1
to Electronic Associates, Inc.'s Form 8-K (date of report: January 4,
1995), as amended by Form 8-K/A dated March 30, 1995 and to all references
to our firm included in or made a part of this registration statement.
/s/ Luboshitz, Kasierer & Co.
Luboshitz, Kasierer & Co., C.P.A. (Isr.)
Tel-Aviv, Israel
May 21, 1995
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Electronic Associates, Inc.:
As the independent public accountant of BarOn Technologies Ltd., I hereby
consent to the incorporation by reference in this Form S-8 Registration
Statement of my report dated March 21, 1995 included in the financial
statements of BarOn Technologies Ltd. as of December 31, 1993 and December 31,
1992 and for the year ended December 31, 1993 and for the period from
inception in 1992 through December 31, 1992 filed as part of Exhibit 99.1
to Electronic Associates, Inc.'s Form 8-K (date of report: January 4,
1995), as amended by Form 8-K/A dated March 30, 1995 and to all references
to my firm included in or made a part of this registration statement.
/s/ Shimony Yosef
Yosef Shimony, C.P.A. (Isr.)
Tel-Aviv, Israel
May 21, 1995
