<PAGE>
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>
1972 Stock Option Plan
(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 1,000,000 shares $7.625 $7,625,000 $2,630
Preferred Stock 1,000,000 rights NA NA NA
Purchase Rights
</TABLE>
<TABLE>
<S> <C>
(1) There are registered hereby 1,000,000 shares of Common Stock ("Common Stock")
of Electronic Associates, Inc. (the "Company") of the 1,850,000 shares issuable
pursuant to the Company's 1972 Stock Option Plan, as amended (the "1972 Plan")
and 1,000,000 Preferred Stock Purchase Rights ("Rights") associated with the
shares of Common Stock reserved for issuance pursuant to the 1972 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 1972 Plan. Of the balance of 850,000
shares of the Company's Common Stock issuable pursuant to the 1972 Plan, 509,793
shares have previously been registered pursuant to Registration Statement
No. 33-42862 and 340,207 shares have previously been registered pursuant to
Registration Statement No. 2-64353.
(2) The maximum offering price per share of Common Stock and the maximum aggregate
offering price for the 1,000,000 shares of Common Stock being offered pursuant to
the 1972 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.
</TABLE>
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 ended 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.
II-1
<PAGE>
Item 4. Description of Securities
Not applicable.
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
II-2
<PAGE>
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,
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
<TABLE>
<CAPTION>
Exhibit No. Description
---------- -----------
<S> <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) 1972 Stock Option Plan, as amended and restated, was
filed as Appendix III 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 Electronics 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>
II-3
<PAGE>
Item 9. Undertakings
<TABLE>
<S> <C> <C> <C>
(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.
</TABLE>
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
-------------------------
Joseph R. Spalliero (Principal Executive
Officer)
</TABLE>
[Signatures continued on next page]
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jonathan R. Wolter Treasurer and Vice May 19, 1995
-------------------------
Jonathan R. Wolter President, Finance
(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) 1972 Stock Option Plan, as amended and restated, was filed as Appendix
III 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
(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
1,000,000 shares of the Company's Common Stock (the "Shares") issuable pursuant
to the Company's 1972 Stock Option Plan, as amended (the "1972 Plan") and
1,000,000 Preferred Stock Purchase Rights (the "Rights") associated with the
Shares reserved for issuance pursuant to the 1972 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 1972 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
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
