<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
VERSA TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 39-1143618
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9301 WASHINGTON AVENUE
STURTEVANT, WISCONSIN 53177
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
VERSA TECHNOLOGIES, INC. 1992 EMPLOYEE
INCENTIVE STOCK OPTION PLAN
(FULL TITLE OF PLAN)
ROBERT M. SUKALICH
VERSA TECHNOLOGIES, INC.
9301 WASHINGTON AVENUE
STURTEVANT, WISCONSIN 53177
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(414) 886-1174
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
LINDA JEFFRIES WIGHT
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5619
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Proposed
Amount maximum maximum
to be offering price aggregate Amount of
Title of securities to be registered registered per share (1) offering price (1) registration fee (1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share
(including Preferred Stock Purchase Rights) 200,000 $13.50 $2,700,000 $819
=================================================================================================================================
</TABLE>
(1) Estimated on the basis of $13.50 per share, the average of the high and low
sales prices as quoted on NASDAQ - NMS on November 25, 1996, pursuant
to Rules 457(h) and 457(c).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Versa Technologies, Inc. (the
"Registrant") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form
10-K for the fiscal year ended March 31, 1996;
(b) The Registrant's Quarterly Reports on Form
10-Q for the quarters ended June 30, 1996 and
September 30, 1996;
(c) The description of the Registrant's
Preferred Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A
dated December 16, 1988, including any amendment
or report filed for the purpose of updating such
description;
(d) The description of the Registrant's Common
Stock, par value $0.01 per share, contained in
the Registrant's Registration Statement under the
Exchange Act dated November 17, 1970, including
any amendment or report filed for the purpose of
updating such description; and
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 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 herein and to be a part hereto from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to be issued pursuant to the Versa
Technologies, Inc. 1992 Employee Incentive Stock Option Plan has been passed
upon for the Registrant by Schiff Hardin & Waite, 7200 Sears Tower, Chicago,
Illinois 60606. A member of the firm participating in the representation of
the Registrant is an officer of the Registrant, owns 6,000 shares of the
Registrant's Common Stock and holds options to purchase an additional 5,000
shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation and By-Laws of the
Registrant provide for indemnification by the Registrant of each of its
directors and officers to the fullest extent permitted by law or liability
(including liability arising under the Securities Act of 1933 (the "Act")) of
such director or officer arising
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by reason of his or her status as a director or officer of the Registrant,
provided that he or she met the standards established in the Restated
Certificate of Incorporation, which include requirements that he or she acted
in good faith and in a manner he or she reasonably believed to be in the
Registrant's best interest. The Registrant will also advance expenses prior to
final disposition of an action, suit or proceeding upon receipt of an
undertaking by the director or officer to repay such amount if the director or
officer is not entitled to indemnification. All rights to indemnification and
advancement of expenses are deemed to be a contract between the Registrant and
its directors and officers. The determination that a director or officer has
met the standards established in the Restated Certificate of Incorporation and
By-Laws may be made by majority vote or a quorum consisting of disinterested
directors, an opinion of counsel (if no such quorum is available), a majority
vote of stockholders, or a court (which may also overturn any of the preceding
determinations). The Registrant has purchased insurance against liabilities of
directors or officers, as permitted by the Restated Certificate of
Incorporation and By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed herewith are set forth on the Index to Exhibits
filed as part of this Registration Statement on page 6 hereof.
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, represent a fundamental change in the
information set forth in the registration statement; and
(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 by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual report
pursuant to 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
Registrant 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
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 Act and
will be governed by the final adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Sturtevant, State of Wisconsin, on this 21st day of
November, 1996.
VERSA TECHNOLOGIES, INC.
By: /s/ James E. Mohrhauser
--------------------------------------
James E. Mohrhauser
Chairman and Chief Executive Officer
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.
Signature Title
--------- -----
/s/ James E. Mohrhauser Chairman and Chief
- ----------------------- Executive Officer (Principal
James E. Mohrhauser Executive Officer) and Director
/s/ Robert M. Sukalich Vice President-Finance,
- ----------------------- Treasurer and Assistant Secretary
Robert M. Sukalich (Principal Financial and
Accounting Officer)
/s/ Thomas J. Magulski President and Chief
- ----------------------- Operating Officer and Director
Thomas J. Magulski
/s/ Morris W. Reid Vice Chairman and Director
- -----------------------
Morris W. Reid
/s/ Denis H. Carroll Director
- -----------------------
Denis H. Carroll
/s/ William P. Killian Director
- -----------------------
William P. Killian
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Signature Title
--------- -----
/s/ Joan R. Lloyd Director
- -----------------------
Joan R. Lloyd
/s/ Herman B. McManaway Director
- -----------------------
Herman B. McManaway
/s/ Richard H. Marks Director
- -----------------------
Richard H. Marks
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INDEX TO EXHIBITS
EXHIBIT
INDEX
- -------
4 Versa Technologies, Inc. 1992 Employee Incentive Stock Option Plan
(incorporated by reference to the Registrant's Proxy Statement dated
June 17, 1996).
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Schiff Hardin & Waite (contained in their opinion filed as
Exhibit 5).
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EXHIBIT 5
December 2, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 2-549-1004
RE: VERSA TECHNOLOGIES, INC. -- REGISTRATION OF 200,000 SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Versa Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement") covering
200,000 shares of Common Stock, $.01 par value per share (and the Preferred
Stock Purchase Rights attached thereto) (the "Shares"), to be issued pursuant
to the Versa Technologies, Inc. 1992 Employee Incentive Stock Option Plan.
In this connection, we have made such investigation and have examined such
documents as we have deemed necessary in order to enable us to render the
opinion herein.
Based upon the foregoing, it is our opinion that the 200,000 Shares, upon
issuance in accordance with the terms of the Plan and as contemplated in the
Registration Statement and the Prospectus relating thereto, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Linda Jeffries Wight
---------------------------
Linda Jeffries Wight
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EXHIBIT 23.1
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Registration Statement of
Versa Technologies, Inc. on Form S-8 of our reports dated May 17, 1996
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Versa Technologies, Inc. and subsidiaries for the year ended March 31, 1996.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
November 27, 1996
