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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CORCOM, INC.
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(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
Illinois 36-2307626
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
844 East Rockland Road, Libertyville, Illinois 60048
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(Address of Principal Executive Offices) (Zip Code)
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CORCOM 1997 KEY EMPLOYEES' INCENTIVE STOCK OPTION PLAN
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(Full title of the plan)
WERNER E. NEUMAN, President
Corcom, Inc.
844 East Rockland Road
Libertyville, Illinois 60048
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(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (847) 680-7400
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Copy to:
Walter Roth
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, Illinois 60602
Telephone: (312) 580-2020
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maxi- Proposed Maxi-
Securities mum Offering mum Aggregate Amount of
to be Amount to Price per Offering Registra-
Registered be Registered Share (1) Price (1) tion Fee
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<S> <C> <C> <C> <C>
Common Stock 170,000 shares $7.50 $1,275,000 $386.36
(no par value)
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(1) Estimated solely for the purpose of calculating the registration fee based
upon the average of the high and low sale prices on June 6, 1997.
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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 this Registration Statement, and all documents subsequently filed by Corcom,
Inc. (the "Company") 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 in this Registration Statement and to be part thereof
from the date of filing of such documents:
(a) The Company's annual report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Company's quarterly report on Form 10-Q for the quarter ended
March 29, 1997.
(c) The description of the Company's Common Stock which is contained
in the registration statement on Form 8-A filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 on January 13, 1981, File
No. 0-9487, and any amendment or report filed for the purpose of updating such
description.
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 8.75 of the Illinois Business Corporation Act authorizes a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The registrant's by-
laws provide for such indemnification to the extent permitted by the provisions
of the Illinois statute. Such indemnification may extend to certain liabilities
under the Securities Act of 1933, as amended (the "Act"). The registrant also
maintains insurance protection for its directors and officers against certain
liabilities arising out of the performance of their duties in such capacities,
which may include certain liabilities under the Act.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of the registrant and all amendments
thereto, filed as Exhibit 3.1 to registrant's Form 10-Q for the
quarter ended July 2, 1994 and hereby incorporated by reference
4.2 Bylaws of the registrant, as amended, filed as Exhibit 3(ii) to
registrant's Form 10-Q for the quarter ended July 3, 1993 and hereby
incorporated by reference
5.1 Opinion of D'Ancona & Pflaum
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of D'Ancona & Pflaum (included in Exhibit 5.1)
24.1 Powers of Attorney (included herein)
Item 9. Undertakings.
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, represents 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
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more than a 20% 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 (1)(i) and 1(ii) do not apply if
the 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 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.
(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.
The undersigned Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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.
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 Company 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 Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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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 Village of Libertyville, State of Illinois, on this 9th
day of June, 1997.
CORCOM, INC.
BY: /s/ Thomas J. Buns
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Thomas J. Buns
Vice-President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of CORCOM, INC., an Illinois corporation (the "Company"), does hereby
constitute and appoint Werner E. Neuman, Thomas J. Buns and Walter Roth, each of
them severally, the true and lawful attorneys and agents of the undersigned,
each with full power to act without any other and with full power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents may deem
necessary or desirable to enable the Company to comply with the Securities Act
of 1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission thereunder in connection with the
registration under the Act of securities of the Company and all related matters,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign the names of the undersigned directors and officers
in the capacities indicated below to the Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission by the Company under the
provisions of the Act for the registration of shares of Common Stock of the
Company issuable pursuant to the provisions of the Company's 1997 Key Employees'
Incentive Stock Option Plan, to any and all amendments to such Registration
Statement, and to any and all instruments or documents filed as part of or in
connection with any of the foregoing and any and all amendments thereto; and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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NAME TITLE DATE
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<S> <C> <C>
/s/ Werner E. Neuman President and Director )
- ----------------------- (Principal Executive Officer) )
Werner E. Neuman )
)
/s/ Thomas J. Buns Vice-President and Treasurer )
- ----------------------- (Principal Financial and )
Thomas J. Buns Accounting Officer) )
)
/s/ Bruce P. Anderson Director )
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Bruce P. Anderson )
)
)
/s/ Carolyn A. Berry Director )
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Carolyn A. Berry )
)
)
/s/ Herbert L. Roth Director ) June 9, 1997
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Herbert L. Roth )
)
/s/ James A. Steinback Director )
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James A. Steinback )
)
/s/ Gene F. Straube Director )
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Gene F. Straube )
)
/s/ Renato Tagiuri Director )
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Renato Tagiuri )
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EXHIBIT INDEX
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Exhibit
No. Description
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4.1 Articles of Incorporation of the
registrant and all amendments
thereto, filed as Exhibit 3.1 to
registrant's Form 10-Q for the
quarter ended July 2, 1994 and
hereby incorporated by reference
4.2 Bylaws of the registrant, as
amended, filed as Exhibit 3(ii) to
registrant's Form 10-Q for the
quarter ended July 3, 1993 and
hereby incorporated by reference
5.1 Opinion of D'Ancona & Pflaum
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of D'Ancona & Pflaum
(included in Exhibit 5.1)
24.1 Power of Attorney (included herein)
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Exhibit 5.1
Opinion of D'Ancona & Pflaum
June 10, 1997
Corcom, Inc.
844 East Rockland Road
Libertyville, IL 60048
Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, by Corcom, Inc., an Illinois corporation (the "Company"), on
Form S-8 of 170,000 shares of its Common Stock, no par value (the "Shares"),
issuable upon exercise of stock options under the Company's 1997 Key Employees'
Incentive Stock Option Plan (the "Plan"), we hereby advise you that as general
counsel for the Company we have examined the original or certified copies of the
Articles of Incorporation of the Company and all amendments thereto, the By-Laws
of the Company, as amended, the minute books of the Company, and such other
documents and records as we have deemed necessary for the purposes of this
opinion.
Based upon such examination, it is our opinion that:
1. The Company is a validly organized and existing corporation under the
laws of the State of Illinois.
2. The Shares are duly authorized and, when issued upon the exercise of
stock options pursuant to the terms of the Plan, will be legally issued, fully
paid and non-assessable.
Very truly yours,
D'ANCONA & PFLAUM
By: /s/ Merrill A. Freed
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Merrill A. Freed
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Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement
on Form S-8 of our report dated February 28, 1997 on our audits of the
consolidated financial statements of Corcom, Inc. and subsidiaries.
Coopers & Lybrand LLP
Chicago, Illinois
June 9, 1997
