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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1995
Registration No. 33-
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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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FALCON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-0730877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9387 DIELMAN INDUSTRIAL DRIVE
ST. LOUIS, MISSOURI 63132
(Address of Principal Executive Offices) (Zip Code)
FALCON PRODUCTS, INC. AMENDED AND RESTATED 1991 STOCK OPTION PLAN
(Full title of the Plan)
STEPHEN L. CLANTON
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FALCON PRODUCTS, INC.
9387 DIELMAN INDUSTRIAL DRIVE
ST. LOUIS, MISSOURI 63132
(Name and address of agent for service)
(314) 991-9200
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered<F1> per share<F2> price tion fee
- ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 400,000 $11.47 $4,588,000 $1,583
$0.02 par value
per share
<FN>
- -----------------
<F1> Represents additional number of shares available for issuance under the
Plan, for which a registration statement on Form S-8 (Reg. No. 33-46997)
was filed with the Securities and Exchange Commission on March 26, 1992.
<F2> Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933, and with respect to shares covered by
currently outstanding options, is based upon the exercise price thereof,
and with respect to the shares not covered by currently outstanding
options, is based upon the average of the high and low prices per share
of the Registrant's Common Stock as reported by the National Association
of Securities Dealers Automated Quotation National Market System on
March 14, 1995.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for fiscal year ended
October 29, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 28, 1995; and
c) The description of the Registrant's common stock which is contained
in the registration statement filed by the Registrant under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such 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 such documents.
Any statement contained in a document incorporated by reference herein and
filed prior to the filing hereof shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein modifies or supersedes such statement, and any statement
contained herein or in any other document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Items 4, 5 and 7 of the Registrant's previously filed Registration
Statement on Form S-8 (Registration No. 33-46997) are incorporated herein by
reference to such Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees and agents. Consistent therewith,
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Article IX of the Registrant's Amended and Restated Bylaws requires that the
Registrant indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145. Article IX also provides that
expenses incurred by an officer, director, employee or agent of the Registrant
or any of its direct or indirect wholly owned subsidiaries in defending a
civil or criminal action, suit or proceeding, will be paid by the Registrant
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such officer, director, employee
or agent to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Registrant as authorized.
The Registrant maintains a claims-made policy of directors' and
officers' liability and company reimbursement insurance. The directors' and
officers' liability portion of such policy covers all directors and officers
of the Registrant and subsidiary companies, more than 50 percent of the
outstanding voting stock of which is directly or indirectly owned by the
Registrant. The policy provides for a payment on behalf of the directors and
officers up to the policy limits for all Losses (as defined) which the
directors and officers, or any of them, shall become legally obligated to
pay, from claims made against them during the policy period for Wrongful Acts
(as defined), which include: errors, misstatements, misleading statements,
acts or omissions and neglect or breach of duty in the discharge of their
duties, solely in their capacity as directors and officers of the Registrant
or a subsidiary thereof, individually or collectively, or in connection with
any matter claimed against them solely by reason of their being directors or
officers of the Registrant or such subsidiary. The insurance includes the
cost of defenses, appeals, bonds, settlements and judgments. The insurer's
limit of liability under the policy is $2,000,000 in the aggregate for all
Losses per year. The policy contains various reporting requirements and
exclusions. The Registrant also maintains a claims-made policy which
provides coverage for the Registrant, its directors and officers, against
loss, liability, cost or expense (as defined) incurred under the federal
securities laws.
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<TABLE>
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration statement
or incorporated by reference herein.
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 Falcon Products, Inc. Amended and Restated 1991 Stock Option Plan,
incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (Reg. No. 33-46997).
4.2 Amendment to the Falcon Products, Inc. Amended and Restated 1991 Stock
Option Plan, incorporated herein by reference to Exhibit 10.18(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 30, 1993.
4.3 Amendment No. 2 to the Falcon Products, Inc. Amended and Restated 1991
Stock Option Plan, incorporated herein by reference to Exhibit 10.23(a)
to the Registrant's Annual Report on Form 10-K for the fiscal year ended
October 29, 1994.
5 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5).
24 Power of Attorney (included on signature page of the registration
statement).
</TABLE>
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in this registration statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (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 or furnished 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) 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.
(b) 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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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)-(g) Not Applicable.
(h) 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
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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.
(i) Not Applicable.
(j) Not Applicable.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 County of St. Louis, State of Missouri, on
March 16, 1995.
FALCON PRODUCTS, INC.
By: /s/ Franklin A. Jacobs
-----------------------------------------------------
Franklin A. Jacobs
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Falcon Products, Inc.,
hereby severally and individually constitute and appoint Franklin A. Jacobs
and Stephen L. Clanton, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to
this Registration Statement on Form S-8 and all instruments necessary or
advisable in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have the power
to act with or without the other and to have full power and authority to do
and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed
by our said attorneys and agents and each of them to any and all such
amendments and instruments.
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.
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<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Franklin A. Jacobs
- ----------------------------- Chairman, President,
Franklin A. Jacobs Chief Executive
Officer and Director March 16, 1995
/s/ Stephen L. Clanton
- ----------------------------- Senior Vice President,
Stephen L. Clanton Chief Financial March 16, 1995
Officer, Secretary
and Treasurer
(Principal Financial
and Accounting Officer)
/s/ Raynor E. Baldwin
- ----------------------------- Director March 16, 1995
Raynor E. Baldwin
/s/ Donald P. Gallop
- ----------------------------- Director March 16, 1995
Donald P. Gallop
/s/ Franklin E. Hancock
- ----------------------------- Director March 16, 1995
Franklin E. Hancock
/s/ James L. Hoagland
- ----------------------------- Director March 16, 1995
James L. Hoagland
- ----------------------------- Director March 16, 1995
S. Lee Kling
/s/ Lee M. Liberman
- ----------------------------- Director March 16, 1995
Lee M. Liberman
/s/ Alan Peters
- ----------------------------- Director March 16, 1995
Alan Peters
/s/ James Schneider
- ----------------------------- Director March 16, 1995
James Schneider
</TABLE>
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<PAGE> 9
FORM S-8
FALCON PRODUCTS, INC.
<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
4.1 Falcon Products, Inc. Amended and Restated
1991 Stock Option Plan, incorporated herein
by reference to Exhibit 4.1 to the
Registrant's Registration Statement on
Form S-8 (Reg. No. 33-46997).
4.2 Amendment to the Falcon Products, Inc.
Amended and Restated 1991 Stock Option
Plan, incorporated herein by reference
to Exhibit 10.18(a) to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended October 30, 1993.
4.3 Amendment No. 2 to the Falcon Products,
Inc. Amended and Restated 1991 Stock Option
Plan, incorporated herein by reference to
Exhibit 10.23(a) to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended October 29, 1994.
5 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5).
24 Power of Attorney (included on signature
page of the registration statement).
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</TABLE>
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EXHIBIT 5
[LETTERHEAD OF GALLOP, JOHNSON & NEUMAN, L.C.]
March 21, 1995
Board of Directors
Falcon Products, Inc.
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
Re: Registration Statement on Form S-8
Falcon Products, Inc. Amended and Restated 1991
Stock Option Plan, as Amended
Gentlemen:
We have served as counsel to Falcon Products, Inc. (the "Company")
in connection with the various legal matters relating to the filing of
a registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, relating to 400,000 shares of
common stock of the Company, par value $0.02 per share (the "Shares"),
reserved for issuance in accordance with the Falcon Products, Inc.
Amended and Restated 1991 Stock Option Plan (the "Plan").
We have examined such corporate records of the Company, such laws
and such other information as we have deemed relevant, including the
Company's Certificate of Incorporation, as amended, and Amended and
Restated Bylaws, certain resolutions adopted by the Board of Directors
of the Company relating to the Plan and certificates received from
state officials and from officers of the Company. In delivering this
opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as
certified, photostatic or conformed copies, and the correctness of all
statements submitted to us by officers of the Company.
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
2. The Shares being offered by the Company, if issued in
accordance with the Plan, will be validly issued and
outstanding and will be fully paid and nonassessable.
<PAGE> 2
Board of Directors
Falcon Products, Inc.
March 21, 1995
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement with agencies of such states
as you deem necessary in the course of complying with the laws of such
states regarding the issuance of the Shares pursuant to the Plan.
Very truly yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of
our reports dated December 16, 1994, included in Falcon Products,
Inc.'s Form 10-K Annual Report for the year ended October 29, 1994,
and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
March 21, 1995
