This document contains 8 pages.
Exhibit Index appears at page 5.
The Registrant requests that the
Registration Statement become effective
immediately upon filing pursuant to
Securities Act Rule 462.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CPAC, INC.
(Exact Name of issuer as specified in its charter)
NEW YORK 16-0961040
(State or other jurisdiction (IRS Employer ID Number)
of incorporation or organization)
2364 LEICESTER ROAD, LEICESTER, NEW YORK 14481
(Address of Principal Executive Offices) (Zip Code)
CPAC, INC. EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
(Full Title of the Plan)
ROBERT OPPENHEIMER, ESQ.
CHAMBERLAIN, D'AMANDA, OPPENHEIMER & GREENFIELD
1600 Crossroads Office Building
Rochester, New York 14614
(Name and Address of agent for service)
716/232-3730
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- -------------------------------------------------------------------------------
Common Stock 350,000 (1) (2) (1) (2) $1,810.20 (1)(3)
Par Value shares
$0.01 per
share 600,000 (1) (2) (1) (2) $2,045.45 (3)(4)
- -------------------------------------------------------------------------------
(1)The Shares registered pursuant to this Amended Registration Statement
consist of 600,000 additional shares reserved for issuance under the
CPAC, Inc. Executive Long-Term Stock Investment Plan. The initial 350,000
shares reserved for issuance under the Plan were registered under a
Registration Statement which became effective on October 29, 1994, and a
filing fee in the amount of $1,810.20 was paid at that time. The additional
shares were approved at the annual meeting of shareholders on August 7,
1996.
(2)The Shares registered pursuant to this Amended Registration Statement will
not be sold to members of the general public but solely to the employees of
CPAC, Inc., and its subsidiaries in accordance with the terms of the CPAC,
Inc. Executive Long-Term Stock Investment Plan pursuant to options and/or
awards granted by the Executive Long-Term Stock Investment Committee
appointed by the Board of Directors of CPAC, Inc.
(3)Under the terms of the CPAC, Inc. Executive Long-Term Stock Investment Plan,
the Executive Long-Term Stock Investment Plan Committee appointed by the
Board of Directors of the Company establishes the option price and/or other
prices at which shares can be purchased under the Plan. In the case of
options which constitute "incentive stock options" as defined in Section 422
of the Internal Revenue Code of 1986, the option price shall not be less
than the fair market value of the shares with respect to which the option is
granted at the time of the granting of the option. For this purpose, fair
market value shall be the mean between the high and the low bid prices of
the common stock of the Company as quoted on the NASDAQ National Market. In
the case of nonqualified options granted under the Plan, the option price
generally shall not be less than the fair market value of the shares on the
date of grant, although the Committee, in its sole discretion, may set a
lower price. Restricted Performance Shares awarded under the Plan
constitute additional compensation at the time certain forfeiture
restrictions with respect to said shares lapse and the amount of
compensation is equal to the fair market value of said shares on the date of
the lapse of said forfeiture restrictions.
(4)Statutory Fee: Section 6(b) of the Securities Act of 1933 and Rule 457(h)(1)
and (c), based upon the mean between the high and the low bid prices of
CPAC, Inc. common stock as of October 1, 1996. The mean per share, based
upon a low bid price of $11.00 and high bid price of $11.50 on such date was
$11.25. The total offering price for 600,000 shares was $6,750,000. Based
upon the statutory formula contained in Section 6(b), the Registration Fee
is $2,045.45.
(5)Also registered hereunder pursuant to Rule 416(a) are an indeterminate
number of shares of common stock which may be issued pursuant to the
anti-dilution provisions of the Plan.
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENT
CPAC, Inc. registered 350,000 shares of its $.01 par value common stock
initially reserved for issuance pursuant to its Executive Long-Term Stock
Investment Plan on Form S-8, Registration Statement, filed with the Securities
and Exchange Commission on October 29, 1994. At the annual meeting of the
shareholders of the Company duly called and held on August 7, 1996, the
shareholders voted to increase the number of shares of the Company's $.01 par
value common stock reserved for issuance from 350,000 shares to 950,000 shares.
The Company hereby registers the 600,000 additional shares of its $.01
par value common stock by filing this Amended Registration Statement and hereby
states that the contents of the Registration Statement filed on October 29,
1994, are hereby incorporated herein by reference thereto.
EXHIBITS
Exhibit
Number Description Page
------ ---------- ----
4 Instruments defining the rights of security
holders N/A
Incorporated By Reference to Form 10-K, as
updated by Annual, Quarterly and Current
Reports and Exhibits filed therewith
5 Opinion of Counsel
5.2 Opinion of Counsel re: legality 6
15 Letter re: Unaudited interim financial
information N/A
23 Consents of Experts and Counsel
23.3 Consent of Independent Accountants 8
23.4 Consent of Counsel 6
24 Power of Attorney N/A
25 Statement of Eligibility of Trustee N/A
27 Financial Data Schedule N/A
99 Additional Exhibits N/A
SIGNATURES
Pursuant to the requirements 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 has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Leicester, State of New York on October 3,
1996.
CPAC, INC.
BY: /s/ Thomas N. Hendrickson
-------------------------------------
THOMAS N. HENDRICKSON, President
Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: October 3, 1996 /s/ Thomas N. Hendrickson
------------------------------------
THOMAS N. HENDRICKSON
President, Chief Executive Officer,
Treasurer and Director
Date: October 3, 1996 /s/ Robert C. Isaacs
------------------------------------
ROBERT C. ISAACS
Senior Vice President and Director
Date: October 3, 1996 /s/ Robert Oppenheimer
------------------------------------
ROBERT OPPENHEIMER
Secretary and Director
Date: October 3, 1996 /s/ Seldon T. James, Jr.
------------------------------------
SELDON T. JAMES, JR., Director
Date: October 3, 1996 /s/ John C. Burton
------------------------------------
JOHN C. BURTON, Director
Date: October 3, 1996 /s/ Thomas J. Weldgen
------------------------------------
THOMAS J. WELDGEN, Chief Financial
Officer
EXHIBIT INDEX
Exhibit
Number Description Page
------ ---------- ----
4 Instruments defining the rights of security
holders N/A
Incorporated By Reference to Form 10-K, as
updated by Annual, Quarterly and Current
Reports and Exhibits filed therewith
5 Opinion of Counsel
5.2 Opinion of Counsel re: legality 6
15 Letter re: Unaudited interim financial
information N/A
23 Consents of Experts and Counsel
23.3 Consent of Coopers & Lybrand, L.L.P. 8
23.4 Consent of Counsel 6
24 Power of Attorney N/A
25 Statement of Eligibility of Trustee N/A
27 Financial Data Schedule N/A
99 Additional Exhibits N/A
EXHIBIT 5.2 AND 23.4
October 3, 1996
CPAC, Inc.
2364 Leicester Road
Leicester, New York 14481
Dear Sirs:
We have examined the corporate records and proceedings of CPAC, Inc., a
New York business corporation (hereinafter referred to as "Company"), with
respect to:
1. The organization of the Company;
2. The legal sufficiency of all corporate proceedings of the Company
taken in connection with the creation, issuance, the form and validity, and
full payment and nonassessability, of all of the present outstanding and issued
stock of the Company; and
3. The legal sufficiency of all corporate proceedings of the Company
taken in connection with the creation, issuance, form and validity, and full
payment and nonassessability when issued, of the 600,000 shares (hereinafter
referred to as the "Company's shares") of Common Stock of the Company covered
by Amendment No. 1 to the Registration Statement (hereinafter referred to as
the "Amended Registration Statement") and Prospectus as updated on October 3,
1996.
Based upon such examination, we are of the opinion that:
(a) CPAC, Inc. is duly organized and validly existing under the laws of
the State of New York;
CPAC, Inc.
October 3, 1996
Page Two
(b) The Company is authorized to issue 20,000,000 shares of Common Stock
of the par value of $.01 per share, of which 7,038,503 shares of such Common
Stock have been issued and are presently outstanding;
(c) The Company has taken all necessary and required corporate proceedings
in connection with the creation and issuance of the said presently issued stock
of the Company, and all of said stock so issued has been validly issued, is
fully paid and nonassessable, and in all respects is in proper form; and
(d) When the Amended Registration Statement shall be effective and the
shares shall have been issued and sold upon the terms and conditions set forth
in the Amended Registration Statement and the updated Prospectus, the Company's
shares will be validly authorized and legally issued, fully paid and
nonassessable and in all respects in proper form.
We hereby consent:
(1) To be named in the Amended Registration Statement, and in the updated
Prospectus, as the attorneys who will pass upon legal matters in connection
with an issuance of the Company's shares; and
(2) To the filing of this opinion as Exhibits 5.2 and 23.4 to the Amended
Registration Statement.
Very truly yours,
CHAMBERLAIN, D'AMANDA,
OPPENHEIMER & GREENFIELD
By: /s/ Richard B. Sullivan
----------------------------
Richard B. Sullivan
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the Registration Statement on
Amendment No. 1 to Form S-8 to be filed by CPAC, Inc. with respect to the CPAC,
Inc. Executive Long-Term Stock Investment Plan of our report dated May 30, 1996,
on our audits of the consolidated financial statements and the financial
statement schedule of CPAC, Inc. and Subsidiaries as of March 31, 1996, and
1995, and for each of the three years in the period ended March 31, 1996, which
report is included in the Annual Report on Form 10-K/A. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand, L.L.P.
-------------------------------
COOPERS & LYBRAND, L.L.P.
Rochester, New York
October 3, 1996
EXHIBIT 5.2 AND 23.4
October 3, 1996
CPAC, Inc.
2364 Leicester Road
Leicester, New York 14481
Dear Sirs:
We have examined the corporate records and proceedings of CPAC, Inc., a
New York business corporation (hereinafter referred to as "Company"), with
respect to:
1. The organization of the Company;
2. The legal sufficiency of all corporate proceedings of the Company
taken in connection with the creation, issuance, the form and validity, and
full payment and nonassessability, of all of the present outstanding and issued
stock of the Company; and
3. The legal sufficiency of all corporate proceedings of the Company
taken in connection with the creation, issuance, form and validity, and full
payment and nonassessability when issued, of the 600,000 shares (hereinafter
referred to as the "Company's shares") of Common Stock of the Company covered
by Amendment No. 1 to the Registration Statement (hereinafter referred to as
the "Amended Registration Statement") and Prospectus as updated on October 3,
1996.
Based upon such examination, we are of the opinion that:
(a) CPAC, Inc. is duly organized and validly existing under the laws of
the State of New York;
CPAC, Inc.
October 3, 1996
Page Two
(b) The Company is authorized to issue 20,000,000 shares of Common Stock
of the par value of $.01 per share, of which 7,038,503 shares of such Common
Stock have been issued and are presently outstanding;
(c) The Company has taken all necessary and required corporate proceedings
in connection with the creation and issuance of the said presently issued stock
of the Company, and all of said stock so issued has been validly issued, is
fully paid and nonassessable, and in all respects is in proper form; and
(d) When the Amended Registration Statement shall be effective and the
shares shall have been issued and sold upon the terms and conditions set forth
in the Amended Registration Statement and the updated Prospectus, the Company's
shares will be validly authorized and legally issued, fully paid and
nonassessable and in all respects in proper form.
We hereby consent:
(1) To be named in the Amended Registration Statement, and in the updated
Prospectus, as the attorneys who will pass upon legal matters in connection
with an issuance of the Company's shares; and
(2) To the filing of this opinion as Exhibits 5.2 and 23.4 to the Amended
Registration Statement.
Very truly yours,
CHAMBERLAIN, D'AMANDA,
OPPENHEIMER & GREENFIELD
By: /s/ Richard B. Sullivan
----------------------------
Richard B. Sullivan
