SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
CANISCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-0952207
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
300 Delaware Avenue, Suite 714, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
CANISCO RESOURCES, INC.
1998 STOCK OPTION/INCENTIVE PLAN
(Full title of the plan)
Ralph A. Trallo
President and Chief Executive Officer
Canisco Resources, Inc.
300 Delaware Avenue, Suite 714
Wilmington, Delaware 19801
(Name and address of agent for service
(302) 777-5050
(Telephone number, including area code, of agent for service)
Copies to:
Carl W. Schneider, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102
(215) 977-2000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price Fee
Common Stock
$0.0025 par value 1,000,000 $1.75 $1,750,000 $487.00
shares
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional securities as may
hereafter be offered or issued pursuant to the Registrant's 1998 Stock
Option/Incentive Plan (the "Plan") to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other capital
adjustments.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), based on the average of the high
and low prices for the Common Stock, $0.0025 par value, of the Registrant
(the "Common Stock") as quoted on The Nasdaq Small-Cap Market of the
Nasdaq Stock Market, Inc. on January 13, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Canisco Resources, Inc. (the "Registrant" or
the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended March 31,
1998.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1998 and September 30, 1998.
3. The Registrant's Current Report on Form 8-K, filed with the Commission on
January 14, 1999; the Registrant's Current Report on Form 8-K, filed
with the Commission on October 30, 1998; and the Registrant's Current
Report on Form 8-K, filed with the Commission on May 7, 1998, as amended
by the Registrant's Form 8-K/A, filed with the Commission on July 7, 1998.
All documents filed by the Registrant pursuant to Section 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 to this Registration
Statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of any such document.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent that
a statement contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
The Registrant has the authority to issue 20,000,000 shares of the Common
Stock. Each share of the Common Stock shall be entitled to one vote on each
matter as to which such shares are entitled to vote. There are no cumulative
voting rights. The shares of Common Stock do not have preemptive rights. The
shares of Common Stock may receive such dividends as are declared from time to
time by the Board of Directors of the Registrant out of funds legally
available therefor.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of Delaware, as
amended, the Registrant has the power to indemnify directors and officers
under certain prescribed circumstances and subject to certain limitations
against certain costs and expenses, including attorneys? fees actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his being a director or officer of the Registrant if it is
determined that he acted in accordance with the applicable standard of conduct
set forth in such statutory provision.
Article VI of the Registrant's By-laws generally permits indemnification of
directors and officers to the fullest extent authorized by the General
Corporation Law of the State of Delaware. Article VI further permits the
Registrant to maintain insurance, at its expense, to protect itself and any
such director or officer of the Registrant or another enterprise against any
such expenses, liability or loss, whether or not the Registrant would have
the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware. The Registrant
maintains such insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
Exhibit No.
4 Canisco Resources, Inc. 1998 Stock Option/Incentive Plan
(incorporated by reference to the Registrant's Proxy
Statement dated July 27, 1998, relating to its August 25,
1998 annual meeting of stockholders).
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of KPMG LLP, independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in Part II
of the Registration Statement).
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 and 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 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
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 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 purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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.
SIGNATURES AND POWER OF ATTORNEY
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 Wilmington, Delaware, on this 18th day of January,
1999.
CANISCO RESOURCES, INC.
By: /s/ Ralph A. Trallo
Name: Ralph A. Trallo
Title: President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Ralph A. Trallo and Michael J. Olson, and each of
them, the undersigned's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement (including, without
limitation, 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 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 the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their respective substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
/s/ Donald E. Lyons Director January 18, 1999
Donald E. Lyons
/s/ Ralph A. Trallo President and Chief Executive January 18, 1999
Ralph A. Trallo Officer (principal executive
Officer) and Director
/s/ Michael J. Olson Chief Financial Officer January 18, 1999
Michael J. Olson (principal financial officer
/s/ Dale L. Ferguson Director January 18, 1999
Dale L. Ferguson
/s/ Wm. Lawrence Petcovic Director January 18, 1999
William Lawrence Petcovic
/s/ Thomas P. McShane Director January 18, 1999
Thomas P. McShane
/s/ Joe C. Quick Director January 18, 1999
Joe C. Quick
CANISCO RESOURCES, INC.
1998 STOCK OPTION/INCENTIVE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Document
4 Canisco Resources, Inc. 1998 Stock Option/Incentive
Plan (incorporated by reference to the Registrant's
Proxy Statement dated July 27, 1998, relating to
its August 25, 1998 annual meeting of
stockholders).
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of KPMG LLP, independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in
Part II of the Registration Statement).
Law Offices
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102-2678
(215) 977-2000
Facsimile: (215) 977-2334
January 14, 1999
Canisco Resources, Inc.
300 Delaware Avenue
Suite 7714
Wilmington, DE 19801
RE: Canisco Resources, Inc.
Registration Statement on Form S-8
Gentlemen:
As counsel to Canisco Resources, Inc., a Delaware
corporation (the "Company"), we have assisted in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to 1,000,000 shares of the
Company's Common Stock, $0.0025 par value (the "Common Stock"),
that may be issued under the Company's 1998 Stock
Option/Incentive Plan (the "Plan").
In this connection, we have examined the Company's Certificate of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuances of the Common Stock as we
have deemed appropriate. In all examinations of documents, instruments and
other papers, we have assumed the genuineness of all signatures on original
and certified documents and the conformity with original and certified
documents of all copies submitted to us as conformed, photostatic or other
copies. As to matters of fact which have not been independently established,
we have relied upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of Common
Stock offered and to be offered under the Plan are duly authorized and, when
issued and sold pursuant to the terms of the Plan, will be legally issued,
fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations thereunder.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
Exhibit 23.1
Consent of Independent Accountants
The Board of Directors
Canisco Resources, Inc.:
We consent to incorporation by reference in this
registration statement on Form S-8 of Canisco Resources, Inc. of
our reports dated June 3, 1998, relating to the consolidated
balance sheets of Canisco Resources, Inc. and subsidiaries as of
March 31, 1998 and 1997, and the related consolidated statements
of operations, shareholders' equity and cash flows and related
schedule for the years ended March 31, 1998 and 1997, the six
months ended March 31, 1996 and the year ended September 30,
1995, which reports appear in the March 31, 1998 annual report
on Form 10-K of Canisco Resources, Inc.
KPMG LLP
Philadelphia, Pennsylvania
January 14, 1999
