<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. 1996 EMPLOYEE STOCK
PURCHASE AND PAYROLL SAVINGS 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>
=================================================================================================================================
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) 125,000 $12.27 $1,533,750 $465
Interests in the Plan (2) (2) (2) (2)
=================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, estimated on
the basis of $12.27 per share, the closing price as quoted on NASDAQ - NMS
on May 17, 1996, which is the price at which Common Stock may be purchased
under the Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Versa Technologies, Inc.
1996 Employee Stock Purchase and Payroll Savings Plan described herein for
which no separate fee is required.
<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. 1996 Employee Stock Purchase and Payroll Savings 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
- 1 -
<PAGE> 3
(including liability arising under the Securities Act of 1933 (the "Act")) of
such director or officer arising 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 7 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.
- 2 -
<PAGE> 4
(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.
- 3 -
<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
James E. Mohrhauser Executive Officer (Principal
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
- 4 -
<PAGE> 6
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
- 5 -
<PAGE> 7
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Board of Directors of the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Sturtevant, State of Wisconsin, on November 21,
1996.
VERSA TECHNOLOGIES, INC. 1996 EMPLOYEE
STOCK PURCHASE AND PAYROLL SAVINGS PLAN
By: /s/ James E. Mohrhauser
----------------------------------
James E. Mohrhauser
/s/ Thomas J. Magulski
----------------------------------
Thomas J. Magulski
/s/ Morris W. Reid
----------------------------------
Morris W. Reid
/s/ Denis H. Carroll
----------------------------------
Denis H. Carroll
/s/ William P. Killian
----------------------------------
William P. Killian
/s/ Joan R. Lloyd
----------------------------------
Joan R. Lloyd
/s/ Herman B. McManaway
----------------------------------
Herman B. McManaway
/s/ Richard H. Marks
----------------------------------
Richard H. Marks
- 6 -
<PAGE> 8
INDEX TO EXHIBITS
EXHIBIT
INDEX
- -------
4 Versa Technologies, Inc. 1996 Employee Stock Purchase and
Payroll Savings 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).
- 7 -
<PAGE> 1
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 125,000 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
125,000 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. 1996 Employee Stock Purchase and Payroll
Savings 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 125,000 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
<PAGE> 1
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
