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As filed with the Securities and Exchange Commission on March 6, 1996.
Reg. No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BCT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2358849
(State of incorporation) (I.R.S. Employer Identification Number)
3000 N.E. 30th Place, Fifth Floor
Fort Lauderdale, Florida 33306
(Address, including zip code, of Principal Executive Offices)
Non-Qualified Stock Option Agreements and 1995 Stock Option Plan
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(Full title of the Plan)
WILLIAM A. WILKERSON
3000 N.E. 30th Place, Fifth Floor
Fort Lauderdale, Florida 33306
(Name and address of agent for service)
(305) 563-1224
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)
copies to:
ROBERT B. MACAULAY, ESQ.
Olle, Macaulay & Zorrilla, P.A.
1402 Miami Center
201 South Biscayne Boulevard
Miami, Florida 33131
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock 1,140,625 $4.25 $3,227,051 $1,112.69
$.04
par value
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(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) on the basis of the average of the
high and low prices for the Registrant's Common Stock on March 1, 1996, as
reported by the NASDAQ National Market.
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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 (the "Commission") are incorporated by reference into
this Registration Statement and are made a part hereof:
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
February 28, 1995.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter
ended May 31, 1995.
(c) The Registrant's quarterly report on Form 10-Q for the fiscal quarter
ended August 31, 1995.
(d) The Registrant's quarterly report on Form 10-Q for the fiscal quarter
ended November 30, 1995.
(e) The Registrant's Notice of Annual Meeting and Proxy Statement dated
September 29, 1995.
(f) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed on December 30, 1982, with the
Commission under the Registrant's former name "The Good Taco Corporation."
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
filing of a post-effective amendment indicating that all of the securities
offered hereby have been sold, or deregistering all such securities then
remaining unsold, shall be deemed to be incorporated by reference and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be 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 herein or in any other
subsequently filed documents which also is incorporated or deemed incorporated
by reference herein modifies or supersedes such statement. Any such document so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such person against expenses
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by such person in connection with actions brought by or in the right of
the corporation to procure a judgment in its favor under the same conditions,
except that no indemnification is permitted in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and to the extent the court in which such action or suit was
brought or other court of competent jurisdiction, shall determine upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper. To the extent such person has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against expenses, including attorneys' fees, actually and reasonably incurred by
such person in connection therewith. The indemnification and advancement of
expenses provided for in, or granted pursuant to, Section 145 is not exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise.
Article III, Section 15, of the Registrant's Bylaws provides for
indemnification of the directors, officers, employees and agents of the
Registrant (including the advancement of expenses) to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law.
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The foregoing summaries are necessarily subject to the complete text
of the statute and the By-Laws referred to above and are qualified in their
entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index which is included on page 7
of this Registration Statement following the Signature Page.
ITEM 9. UNDERTAKINGS.
(a) The 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;
(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
registration statement is on Form S-3 or Form S-8, and 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 Section 15(d)
of 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 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.
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(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 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 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 that Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Act, the Registrant certifies that
it has reasonable grounds to believe that it meets 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 Fort
Lauderdale, Florida, on this 1st day of March, 1996.
BCT INTERNATIONAL, INC.
By: William A. Wilkerson
--------------------
William A. Wilkerson,
Chairman of the Board & Chief
Executive Officer
Each person whose signature appears below hereby constitutes and
appoints William A. Wilkerson and Donna M. Pagano-Leo, and each of them, with
full power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments (including post-effective amendments and amendments
thereto) to this Registration Statement on Form S-3 of the Registrant 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, and each of them, 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 for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
- ---------- ----- ----
William A. Wilkerson Chairman of the Board March 1, 1996
- --------------------------- and Chief Executive
William A. Wilkerson Officer
Donna M. Pagano-Leo Vice President and March 1, 1996
- -------------------------- Chief Financial Officer
Donna M. Pagano-Leo (principal financial
and accounting officer)
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Thomas J. Cassady Director March 1, 1996
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Thomas J. Cassady
Raymond J. Kiernan Director March 1, 1996
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Raymond J. Kiernan
Robert F. Bond Director March 1, 1996
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Robert F. Bond
Henry A. Johnson Director March 1, 1996
- --------------------------
Henry A. Johnson
Bill LeVine Director March 1, 1996
- --------------------------
Bill LeVine
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
- ------- ----------- -----------
5 Opinion of Olle, Macaulay & Zorrilla, P.A.
23.1 Consent of Olle, Macaulay & Zorrilla, P.A.
(contained in Exhibit 5 of this
Registration Statement).
23.2 Consent of Price Waterhouse, LLP.
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Exhibit 5
March 1, 1996
BCT International, Inc.
3000 Northeast 30th Place
Fifth Floor
Ft. Lauderdale, Florida 33306
Re: Registration Statement on Form S-8
---------------------------------------
Gentlemen:
We have acted as counsel to BCT International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), relating to 1,140,625 shares of
the Company's Common Stock, $0.04 par value per share (the "Common Stock"), that
are offered upon the exercise of incentive and nonqualified stock options (the
"Options") granted or that may be granted under the Company's outstanding Non-
Qualified Stock Option Agreements (the "Agreements") and under the Company's
1995 Stock Option Plan (the "Plan"). You have requested the opinion of this
firm with respect to certain legal aspects of the proposed offering of Common
Stock pursuant to the Agreements and the Plan.
We have examined original, photostatic or certified copies of such
records of the Company, including the Certificate of Incorporation, the Bylaws
and minutes, the Registration Statement and other documents as we have deemed
relevant and necessary for purposes of the opinions hereinafter set forth. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents and instruments submitted to us as originals and
the conformity to authentic originals of all
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BCT International, Inc.
March 1, 1996
Page 2
documents and instruments submitted to us as certified or photostatic copies.
As to various questions of fact material to our opinions we have relied upon
representations made to us by various officers and directors of the Company and
we have not conducted or received independent verification of those facts.
Based upon the foregoing and subject to the comments and exceptions
noted below, we are of the opinion that the Company presently has available at
least 1,140,625 authorized but unissued shares and/or treasury shares of Common
Stock from which the 1,140,625 shares of Common Stock proposed to be sold
pursuant to the exercise of Options granted under the Agreements and the Plan
may be issued. Assuming that the Company maintains an adequate number of
authorized but unissued shares and/or treasury shares of Common Stock available
for issuance to those persons who exercise the Options granted under the Plan
and the Agreements and assuming that the consideration for the shares of Common
Stock issued pursuant to such Options is actually received by the Company as
provided in the Plan and the Agreements, then the shares of Common Stock issued
pursuant to the exercise of Options granted under and in accordance with the
terms of the Plan and the Agreements will be duly and validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
OLLE, MACAULAY & ZORRILLA, P.A.
By: Robert B. Macaulay
-------------------
Robert B. Macaulay
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Exhibit 23.2
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 15, 1995 appearing on page 31 of
BCT International, Inc.'s Annual Report on Form 10-K for the year ended February
28, 1995.
Price Waterhouse, LLP
Fort Lauderdale, FL
March 5, 1996
