As filed with the Securities and Exchange Commission on December 29, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PSC INC.
(Exact name of Registrant as specified in its charter)
New York 16-0969362
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
675 Basket Road, Webster, New York 14580
(716) 265-1600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
PSC Inc.
1995 Employee Stock Purchase Plan
(Full title of plan)
Robert C. Strandberg
President and Chief Executive Officer
PSC Inc.
675 Basket Road
Webster, NY 14580
Telephone: (716) 265-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Martin S. Weingarten, Esq.
Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP
2400 Chase Square
Rochester, NY 14604
Page 1 of 7 Pages
Exhibit Index at Page 6
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered (1) Share (2) Price (2) Registration Fee
- ------------- --------------- ------------- ----------- ----------------
Common Shares, 350,000 shares $9.41 $3,293,500 $998.03
$.01 par value
(1) The number of Common Shares to be registered may be adjusted in
accordance with the provisions of the 1995 Employee Stock Purchase Plan in the
event that, during the period the 1995 Employee Stock Purchase Plan is in
effect, there is effected any increase or decrease in the number of issued
Common Shares resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
shares or the payment of a stock dividend or any other increase or decrease in
the number of such shares effected without receipt of consideration by the
Registrant. Accordingly, this Registration Statement covers, in addition to the
number of Common Shares stated above, an indeterminate number of shares which by
reason of any such events may be issued in accordance with the provisions of the
1995 Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933 and
based upon the average of the high and low sales prices of the Registrant's
Common Shares as reported on the Nasdaq National Market on December 24, 1998.
STATEMENT OF INCORPORATION BY REFERENCE
Pursuant to Instruction E to Form S-8, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 33-60343, filed by the Registrant on June 19, 1995 relating
to the Registrant's 1995 Employee Stock Purchase Plan.
Upon this Registration Statement's effectiveness, there will be 600,000
shares registered under the 1995 PSC Inc. Employee Stock Purchase Plan, 250,000
shares from Registration Statement No. 33-60343 and 350,000 shares from this
Registration Statement on Form S-8.
<PAGE>
PART II
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with options under the 1995 Employee Stock
Purchase Plan and the Common Shares offered thereunder will be passed upon by
Messrs. Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP, 2400 Chase Square,
Rochester, NY 14604. Justin L. Vigdor, a partner of this firm, is a director of
the Registrant, and Martin S. Weingarten, counsel to this firm, is Secretary of
the Registrant. Mr. Vigdor owns and has options to purchase Common Shares of the
Registrant. Neither he nor Mr. Weingarten is eligible to participate in the 1995
Employee Stock Purchase Plan.
Item 8. Exhibits
See Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirement 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Webster, State of New York on December 28, 1998.
PSC Inc.
By: /s/ Robert C. Strandberg
Robert C. Strandberg
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of Robert C. Strandberg and William J.
Woodard, acting alone or together, as such person's true and lawful
attorney-in-fact and agent with full powers of substitution and revocation, for
such person and in such person's 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 attorney-in-fact and agent, acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, acting alone, 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 below by the following persons in the
capacities indicated on December 28, 1998.
Signature Title
Director, President and
Robert C. Strandberg Chief Executive Officer
Vice President, Chief Financial
William J. Woodard Officer and Treasurer
<PAGE>
Vice President, Finance
Michael J. Stachura (Principal Accounting Officer)
Director, Chairman of the Board
Robert S. Ehrlich
Director
Jay M. Eastman
Director
James W. Henry
Director
Donald K. Hess
Director
Thomas J. Morgan
Director
James C. O'Shea
Director
Jack E. Rosenfeld
Director
Justin L. Vigdor
Director
Romano Volta
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Location
4.1 PSC Inc. 1995 Employee Incorporated by
Stock Purchase Plan, as amended reference to
Exhibit 10.4 of the
Registrant's Quarterly
Report on Form 10-Q
for the quarter ended
July 3, 1998
5.1 Opinion and consent of Boylan, *
Brown, Code, Fowler, Vigdor &
Wilson, LLP, counsel for the
Registrant as to the legality of
the Common Shares being registered
23.1 Consent of Arthur Andersen LLP, *
Independent Public Accountants
23.2 Consent of Boylan, Brown, Code, Included in Exhibit
Fowler, Vigdor & Wilson, LLP 5.1 to this Registra-
tion Statement
* Included as part of the electronic submission of this Registration
Statement.
December 29, 1998
PSC Inc.
675 Basket Road
Webster, NY 14580
Re: Registration Statement on Form S-8
for the PSC Inc. 1995 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to PSC Inc., a New York corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 350,000 shares (the "Shares") of the Company's common
stock, $.01 par value per share, issuable under the PSC Inc. 1995 Employee Stock
Purchase Plan (the "Plan"). The Shares are being registered pursuant to a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission on or about December 29, 1998 (the "Registration Statement").
We have examined the Certificate of Incorporation and By-Laws of the
Company and all amendments thereto and have examined and relied on the
originals, or copies certified to our satisfaction, of such records of meetings,
or resolutions adopted at meetings, of the directors of the Company and such
other documents and instruments as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents.
Based upon the foregoing, we are of the opinion that the Company has
duly authorized for issuance the Shares, and the Shares, when issued and paid
for in accordance with the terms of the Plan and at a price per share in excess
of the par value per share for such Shares, will be legally issued, fully-paid
and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
BOYLAN, BROWN, CODE,
FOWLER, VIGDOR & WILSON, LLP
By:/s/ Boylan, Brown, Code, Fowler, Vigdor & Wilson LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 30, 1998
included in PSC Inc.'s Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Rochester, New York,
December 29, 1998
