As filed with the Securities and Exchange Commission on June , 1996
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CPAC, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 2364 Leicester Road 16-0961040
(State or other juris- Leicester, New York 14481 (I.R.S. Employer
diction of incorpora- (716) 382-3223 Identification No.)
tion or organization)
(Address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)
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ROBERT OPPENHEIMER, Secretary
CHAMBERLAIN, D'AMANDA,
OPPENHEIMER & GREENFIELD
1600 Crossroads Office Building
Rochester, New York 14614
(716)232-3730
(Name, address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO TIME
AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [
]
Page 1 of 27 Pages
Exhibit Index appears on Page 15.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Each Amount Offering Aggregate of Regis-
Class of Securities to be Price Per Offering tration
to be Registered Registered1 Share2 Price2 Fee2
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Common Stock,
$.01 Par Value 142,190 $10.75 $1,528,542.50 $527.08
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
______________________
1
Also registered herunder pursuant to Rule 416(a) are an indeterminate
number of shares of Common Stock which may be issued pursuant to stock splits or
stock dividends. The amount registered reflects the distribution of one (1)
additional share of Common Stock for each four (4) shares of Common Stock to
shareholers of record on May 3, 1996 as the result of a stock split approved by
the Company's Board of Directors on April 17, 1996.
2
Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and based upon prices on the Nasdaq National Market on June 14,
1996. The average of the high and low prices reported as of June 14, 1996,
based upon a high bid price of $11 and low bid price of $10.50, was $10.75. The
total offering price for 142,190 shares was $1,528,542.50. Based upon the
statutory formula contained in Section 6 (b), the Registration Fee is $527.08.
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE ,1996
CPAC, INC.
142,190 COMMON SHARES
(PAR VALUE, $.01 PER SHARE)
This Prospectus ("Prospectus") relates to 142,190 shares (the `Shares'') of
common stock, $.0l par value per share ("Common Stock"), of CPAC, Inc., a New
York corporation (the "Company"). The Shares may be offered by certain
shareholders of the Company (the `Selling Shareholders'' ) from time to time in
transactions in the over-the-counter market, in negotiated transactions or a
combination of such methods of sale at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. On June 14, 1996, the average of the high and low bid prices per share
of the Common Stock on the National Market System, as reported by the National
Association of Securities Dealers' Automated Quotation System ("NASDAQ") was
$10.75. The Selling Shareholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for whom such broker-
dealers may act as agents or to whom they sell as principals, or both. See
"Selling Shareholders" and `Manner of Distribution".
All of the Shares offered hereunder are to be sold by the Selling Shareholders.
None of the proceeds from the sale of the Shares by the Selling Shareholders
will be received by the Company. The Company has agreed to bear all expenses
(other than discounts or commissions) in connection with the registration and
sale of the Shares being offered by the Selling Shareholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS_______________________ , 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files Annual, Quarterly and Current Reports (on Forms 10-K, 10-Q and
8-K, respectively), proxy statements utilized in the solicitation of
shareholders as well as other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company under the Exchange Act can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Office at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies
of such material can be obtained from the Public Reference Section of the
Commission, Washington D.C. at prescribed rates. The Common Stock of the
Company is traded on the NASDAQ National Market System. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-2
(together with any amendments thereto, the "Registration Statement") filed with
the Commission under the Securities Act relating to the Shares offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain portions
of which have been omitted in accordance with the rules and regulations of the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to such copy of such contract or other document filed as an
exhibit to the Registration Statement, each statement being qualified in all
respects by such reference and the exhibits and schedules thereto. For further
information regarding the Company and the Shares offered hereby, reference is
hereby made to such Registration Statement and such exhibits and schedules,
which may be inspected without charge at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of which may be obtained
from the Commission upon payment of the fees prescribed by the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
In accordance with the requirements of the Exchange Act, the Company
periodically files certain reports and other information with the Commission.
The following documents filed with the Commission are hereby incorporated in
this Prospectus by reference:
1. The Company's Annual Report on Form 10-K/A for the fiscal year ended March
31, 1996;
2. The description of the Company's Common Stock contained in Item 12 of the
Company's Registration Statement on Form S-18, dated March 30, 1981, (No. 2-
70719-NY).
This Prospectus is accompanied by a copy of the Company's Form 10-K/A filed with
the Commission for the fiscal year of the Company ended March 31, 1996, by a
copy of the Company's Annual Report to Shareholders for the fiscal year of the
Company ended March 31, 1996, and by a copy of the Company's Proxy Statement
used for the solicitation of shareholders for the annual meeting of shareholders
to be held on August 7, 1996. In lieu of the foregoing, this Prospectus shall be
accompanied by a copy of the Company's Form 10-K, together with any amendments
thereto, filed with the Commission for each subsequent fiscal year of the
Company during the duration of this offering, by a copy of the Company's Annual
Report to Shareholders for each subsequent fiscal year of the Company during the
duration of this offering, and by a copy of the Company's Proxy Statement used
for the solicitation of shareholders for each subsequent annual meeting of
shareholders held during the duration of this offering.
The Company shall deliver without charge to each person to whom this Prospectus
is delivered, a copy of the Company's latest Form 10-Q filed with the Commission
and the latest quarterly report which shall have been delivered to its
shareholders with respect to the most recent fiscal quarter which ends after the
end of the latest fiscal year of the Company for which the Company has delivered
the Form 10-K and Annual Report to Shareholders as described above. The Company
shall also provide without charge a copy of each Form 8-K, if any, filed with
the Commission since the end of the latest fiscal year of the Company for which
certified financial statements were included in the latest Form 10-K filed with
the Commission.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or the
solicitation of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. Except where otherwise indicated, this Prospectus speaks as of the
effective date of the Registration Statement. The delivery of this Prospectus
shall not, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the date hereof.
THE COMPANY
The Company is a leader in the production of specialty chemicals used in the
imaging industry and cleaning and personal care markets. The Company
manufactures and markets cleaning and personal care products for household and
commercial use through its Fuller Brush subsidiary. The Company also produces
processing chemicals and pollution control equipment for the global imaging
market. The Company's Common Stock is traded over the NASDAQ National Market
System under the ticker symbol `CPAK''.
The Company's subsidiaries and divisions are:
CLEANING AND PERSONAL CARE
THE FULLER BRUSH COMPANY STANLEY HOME PRODUCTS
One Fuller Way 50 Payson Avenue
Great Bend, KS 67503 Easthampton, MA 01027
IMAGING
ALLIED DIAGNOSTIC IMAGING RESOURCES, INC. CPAC EUROPE, N.V.
5440 Oakbrook Parkway Industriepark Klein Gent
Norcross, GA 30093 2200 Herentals, Belgium
PRS, INC. CHIMIFOTO ORNANO
2364 Leicester Road CPAC Italia, S.r.l.
Leicester, NY 14481 Via Bolzano 29
20127 Milano, Italy
TREBLA CHEMICAL CO. CPAC EQUIPMENT DIVISION
8417 Chapin Industrial Drive 2364 Leicester Road
St. Louis, MO 63114 Leicester, New York 14481
Current information concerning the Company, its operations and its finances can
be obtained from the Form 10-K filed with the Commission, together with any
amendments thereto, for the Company's most recently ended fiscal year, the
Annual Report to Shareholders for the Company's most recently ended fiscal year
and the Proxy Statement used for the solicitation of shareholders for the most
recently held annual meeting of shareholders, all of which accompany this
Prospectus. In addition, current information can be obtained from the Company's
Form 10-Q filed with the Commission for the Company's most recently ended fiscal
quarter subsequent to the end of the Company's most recently ended fiscal year,
the quarterly report to shareholders for the Company's most recently ended
fiscal quarter subsequent to the end of the Company's most recently ended fiscal
year and Form 8-K, if any, filed by the Company with the Commission, all of
which will be provided by the Company without charge.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares offered
hereby.
SELLING SHAREHOLDERS
On April 17, 1996, the Company's Board of Directors voted to issue one (1)
additional share for each four (4) shares of the Company's Common Stock issued
as of May 3, 1996. The distribution date for such stock split was May 15, 1996.
The Shares offered by this Prospectus include those issued as a result of the
stock split.
The following table shows the names of the Selling Shareholders and the number
of Shares being offered by them. To the best of the Company's knowledge,
assuming all of the Shares being offered hereby are sold and no Selling
Shareholder chooses to acquire additional Common Stock during the offering
period, there will be no Selling Shareholders who will own any shares of Common
Stock after completion of this offering.
SELLING SHAREHOLDER NUMBER OF SHARES OFFERED
Edmund M. Bleich 8,204
642 Gilbert Avenue
Pearl River, New York 10965
Dominique A. Bodevin 6,250
c/o J. E. Sheehan & Company, Inc.
711 Fifth Avenue , 17th Floor
New York, New York 10022
Roger Favale 6,250
c/o J. E. Sheehan & Company
711 Fifth Avenue,17th Floor
New York, New York 10022
Dr. Erhard Hanslik 23,438
c/o J. E. Sheehan & Company
711 Fifth Avenue, l7th Floor
New York, New York 10022
J. E. Sheehan & Company, Inc. 98,048
711 Fifth Avenue, 17th Floor
New York, New York, 10022
_______
Total 142,190
In the case of each of the Selling Shareholders, the Shares offered hereby were
obtained through the exercise of stock options granted to each of the respective
Selling Shareholders for services rendered to the Company. The exercise price
for each of said options was the fair market value of the Company's Common Stock
on the day the stock option was granted, as quoted for such date on the National
Association of Securities' Dealers National Market System. As additional
consideration for such services, the Company agreed to file and has filed with
the Securities and Exchange Commission, a Registration Statement with respect to
the resale of the Shares from time to time in the over-the-counter market or in
privately negotiated transactions and has agreed to prepare and file such
amendments and supplements to the Registration Statement as may be necessary to
keep the Registration Statement effective until all of the Shares offered hereby
have been sold pursuant hereto. This Prospectus forms a part of the
Registration Statement.
J. E. Sheehan & Company, Inc. was the principal underwriter for the Company's
initial public offering of its Common Stock in March, 1981 and during the past
three years has served as the Company's investment banker.
MANNER OF DISTRIBUTION
The Shares covered hereby may be offered and sold from time to time by the
Selling Shareholders. The Selling Shareholders will act independently of the
Company and of each other in making decisions with respect to the timing, manner
and size of each sale. Such sales may be made in the over-the-counter market or
otherwise, at prices related to the then current market price or in negotiated
transactions, including one or more of the following methods: (a) purchases by a
broker-dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (b) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (c) block trades in
which the broker-dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by the Selling Shareholders that they
have not made any arrangements relating to the distribution of the Shares
covered by this Prospectus. In effecting sales, broker-dealers engaged by the
Selling Shareholders may arrange for other broker-dealers to participate.
Broker-dealers may receive commissions or discounts from Selling Shareholders in
amounts to be negotiated. J. E. Sheehan & Company, Inc. may participate in the
distribution of the Shares in any of the capacities described above, except as
prohibited under Rules 10b-6 and 10b-7 under the Exchange Act, as described
below.
In offering the Shares covered hereby, the Selling Shareholders and any broker-
dealers and any other participating broker-dealers who execute sales for the
Selling Shareholders may be deemed to be `underwriters'' within the meaning of
the Securities Act in connection with such sales, and any profits realized by
the Selling Shareholders and the compensation of such broker-dealer may be
deemed to be underwriting discounts and commissions. In addition, any Shares
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus. None of the Shares
covered by this Prospectus presently qualify for sale pursuant to Rule 144.
The Company has advised each of the Selling Shareholders that during such time
as he may be engaged in a distribution of Shares covered hereby, he is required
to comply with Rules l0b-6 and l0b-7 under the Exchange Act as described below
and, in connection therewith, that he may not engage in any stabilization
activity in connection with the Company's Common Stock, is required to furnish
to each purchaser and/or broker-dealer through which Shares covered hereby may
be offered copies of this Prospectus and its accompanying documents and reports
and that he may not bid for or purchase any securities of the Company or attempt
to induce any person to purchase any securities of the Company except as
permitted under the Exchange Act. Each of the Selling Shareholders has agreed to
inform the Company when the distribution of his Shares is completed.
Rule l0b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule l0b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the date on which all Shares offered hereby have
been sold by the Selling Shareholders.
In order to comply with certain states' securities laws, if applicable, the
Shares offered hereby will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, the Shares may not be sold in
certain states unless they have been registered or qualified for sale in such
state or an exemption from regulation or qualification is available and is
complied with. Pursuant to the terms of the Subscription Agreements, the
Company intends to use its best efforts to register or qualify the Shares for
resale or to seek an exemption from registration or qualification in any state
required in order to facilitate as to a particular sale, the resale of the
Shares by the Selling Shareholders.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 10,000,000 shares of
Common Stock, $.0l par value per share. On June 14, 1996 there were issued and
outstanding 7,344,003 shares of Common Stock. The general terms governing the
Common Stock are summarized below. A more complete description of the Common
Stock is contained in the Company's Registration Statement filed in connection
with the Company's initial public offering on Form S-18, dated March 30, 1981.
On April 17, 1996, the Company's Board of Directors voted to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock by 10,000,000 shares to 20,000,000 authorized shares. Under
applicable provisions of the Business Corporation Law of New York State and the
governing corporate provisions of the NASD, shareholder approval of the
amendment is required by a majority vote of shares present, either in person or
by proxy, at a duly called meeting of shareholders. The Board authorized
management to present the proposal for shareholder approval at the annual
meeting of shareholders to be held on August 7, 1996.
At its April 17, 1996 meeting, the Board also voted to split the Company's
Common Stock on the basis of one(1) additional share for each four (4) shares
issued. The record date for such stock split was May 3, 1996 and the number of
Shares being offered pursuant to this Prospectus includes the Shares newly
issued as a result of the split. The distribution date for such stock split was
May 15, 1996.
At its April 17, 1996 meeting, the Board also voted to increase the number of
shares of Common Stock reserved for issuance under its Executive Long-Term Stock
Investment Plan by 600,000 shares, that is from 350,000 to 950,000 shares.
Under applicable provisions of the Business Corporation Law of New York State
and certain rules pertaining to the qualification of stock options plans
promulgated under the Internal Revenue Code and by the Commission, shareholder
approval of the proposal is required by a majority vote of shares present,
either in person or by proxy, at a duly called meeting of shareholders. The
Board authorized management to present the proposal for shareholder approval at
the annual meeting of shareholders to be held on August 7, 1996.
At its meeting held on June 5, 1996, the Board approved a Non-Employee
Directors' Stock Option Plan whereby members of the Board of Directors who are
not current or former employees of the Company or any of its subsidiaries will
receive a one-time grant of a stock option for 10,000 shares and an annual grant
of a stock option for 3,000 shares of the Company's Common Stock. The exercise
price is equal to the fair market value of the Company's Common Stock on the
date of grant. Under applicable provisions of the Business Corporation Law of
New York State and the governing corporate provisions of the NASD, shareholder
approval of the proposal is required by a majority vote of shares present,
either in person or by proxy, at a duly called meeting of shareholders. The
Board authorized management to present the proposal for shareholder approval at
the annual meeting of shareholders to be held on August 7, 1996.
Common Stock
The Shares being offered pursuant to this Prospectus are 142,190 Shares of the
Company's Common Stock. Such Shares constitute fully paid, non-assessable shares
of the Company. Holders of shares of Common Stock are entitled to one vote per
share on all matters to be voted on by shareholders and are not entitled to
cumulative voting in the election of directors, which means that the holders of
a majority of the shares voting for the election of directors can elect all the
directors then standing for election, if they choose to do so. The holders of
Common Stock are entitled to share ratably in such dividends as may be declared
on shares of Common Stock from time to time by the Board of Directors, in its
discretion from funds legally available therefor. The holders of shares of
Common Stock are entitled to share prorata in distributions to shareholders upon
liquidation of the Company. Holders of shares of Common Stock have no
preemptive or other subscription or conversion rights and there are no
redemption provisions with respect to such shares.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the Company
by Chamberlain, D'Amanda, Oppenheimer & Greenfield.
EXPERTS
The consolidated balance sheets as of March 31, 1996 and 1995 and the
consolidated statements of operations, changes in shareholders' equity and cash
flows for each of the three years in the period ended March 31, 1996
incorporated by reference in this Prospectus from CPAC, Inc.'s Form 10-K/A for
the period ended March 31, 1996, have been incorporated herein in reliance on
the report of Coopers & Lybrand L.L.P, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
A reasonable estimate of the costs to be incurred in connection with this
Registration Statement and Prospectus, to be borne entirely by the Registrant,
is as follows:
Securities and Exchange Commission Registration Fee $527.08
Accounting Fees and Expenses 2,000.00
Legal Fees and Expenses 3,000.00
Printing and Publication 3,000.00
Miscellaneous 5,000.00
__________
TOTAL $13,527.08
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The New York Business Corporation Law, under which the Company is organized, was
amended in 1986 to allow corporations to provide for indemnification beyond that
provided in the statute itself. Pursuant to this statutory authority, the Board
of Directors adopted an amendment to the Company's By-Laws to broaden the
indemnification provisions thereof consistent with the changes in the Business
Corporation Law. The current indemnification provisions, found in Article X of
the Company's amended By-Laws, are as follows:
Subject only to the exception that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer that establishes that his acts were committed
in bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled,
the Company shall indemnify any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the fullest extent under the circumstances
permitted by the Sections 721-726 of said Business Corporation Law. Such
indemnification (unless ordered by a court) shall be made as authorized in a
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because there is no
judgment or other final adjudication adverse to the director or officer that
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, (a) by independent legal counsel in a written opinion that
indemnification is proper, or (b) by the stockholders. The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
ITEM 16. EXHIBITS
The following exhibits have been filed (except where otherwise indicated) as
part of this Registration Statement:
EXHIBIT NUMBER EXHIBIT
4 Form of Option Agreement entered into between
CPAC, Inc. and Selling Shareholders as Optionees
5 Opinion of Chamberlain, D'Amanda, Oppenheimer &
Greenfield
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Chamberlain, D'Amanda, Oppenheimer &
Greenfield (contained in Exhibit 5 hereto)
24 Powers of Attorney relating to subsequent amendments
(included on the signature page of this Registration
Statement)
ITEM 17. 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 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 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 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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act, of
1934 and further, hereby undertakes to deliver or cause to be delivered to each
person to whom the Prospectus is sent or given, the latest quarterly report of
the Registrant that is specifically incorporated by reference in the Prospectus
to provide interim financial information required to be presented by Article 3
of Regulation S-X.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, or otherwise, the Securities and Exchange Commission has
informed the Registrant that 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 submit to a
court of appropriate jurisdiction the question of whether such indemnification
by itself is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, at the City of Rochester, State of New York, on this day of June
, 1996.
CPAC, INC.
By: ___________________________________
Thomas N. Hendrickson, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on June____ , 1996 by the following persons in
the capacities indicated. Each person whose signature appears below constitutes
and appoints Robert Oppenheimer and Richard B. Sullivan, and each of them
individually, his true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capabilities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement 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 connection therewith,
as fully to 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 either
of them, may lawfully do or cause to be done by virtue hereof.
NAME CAPACITY
President, Chief Executive Officer,
Treasurer and Director
___________________________ (Principal Executive Officer)
Thomas N. Hendrickson
___________________________ Senior Vice President and Director
Robert C. Isaacs
___________________________ Secretary and Director
Robert Oppenheimer
___________________________ Director
Seldon T. James, Jr.
___________________________ Director
John C. Burton
Chief Financial Officer (Principal
Financial and Accounting
___________________________ Officer)
Thomas J. Weldgen
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
4 Form of Option Agreement entered into 16
between CPAC, Inc. and Selling Shareholders
as Optionees.
5 Opinion of Chamberlain, D'Amanda, Oppenheimer & 26
Greenfield
23.1 Consent of Coopers & Lybrand, L.L.P. 27
23.2 Consent of Chamberlain, D'Amanda, 26
Oppenheimer & Greenfield
(contained in Exhibit 5 hereto)
24 Powers of Attorney relating to 14
subsequent amendments (included on
the signature page of this
Registration Statement)
EXHIBIT 4
OPTION TO PURCHASE
_______ SHARES
(NUMBER)
COMMON STOCK PURCHASE OPTION
(Void after October ______, 2000)
CPAC, INC.
2364 Leicester Road
Leicester, New York 14481
(Incorporated under the Laws of the State of New York)
THIS IS TO CERTIFY THAT
______________________________
Name of Optionee
or assigns (the "Holder"), is entitled to purchase after October ____ , 1995
and on or before the close of business on October _____, 2000 up to _________
( ) shares of the $.01 par value Common Stock (the "Common Stock")
of CPAC, Inc. (the "Company") at a per share exercise price of Fourteen Dollars
and Fifty Cents ($14.50), subject to adjustment with respect to the number of
shares subject to this Option and/or the calculation of the per share exercise
price in the manner hereinafter set forth. (Such shares and such per share
exercise price, as so adjusted, being hereinafter referred to as the "Underlying
Shares" and the "Exercise Price", respectively.)
1. This Option may be exercised by the Holder hereof as to all or any portion
of the Underlying Shares by presentation and surrender to the Company at its
principal office in Leicester, New York, the Form of Subscription annexed hereto
duly executed and accompanied by payment of the appropriate Exercise Price for
the number of shares specified in such Form and upon such exercise, and payment,
the Company shall issue to the Holder and in its name a certificate(s)
representing the number of Underlying Shares for which it has subscribed. If
this Option shall be exercised in part only, the Company shall, upon surrender
of this Option for cancellation, execute and deliver a new Option evidencing the
rights of the Holder to purchase the balance of the Underlying Shares.
2. This Option is assignable at the discretion of the Holder, upon
presentation and surrender hereof, together with the Form of Assignment annexed
hereto duly executed, to the Company at its principal office located at 2364
Leicester Road, Leicester, New York 14481. Upon surrender of this Option to the
Company, with the Form of Assignment, the Company shall execute and deliver a
new Option in the name of the assignee named in such Form of Assignment and this
Option shall promptly be cancelled. This Option may be divided or combined with
other Options which carry the same rights upon presentation hereof at the
principal office of the Company, together with a written notice specifying the
names and denominations in which new Options are to be issued and signed by the
Holder hereof. The Holder of this Option shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or in
equity, and the rights of the Holder of this Option are limited to those
expressed in this Option. .
3. The Exercise Price and the number and character of the Underlying Shares
shall be subject to adjustment, as follows:
(a) In case the Company shall at any time pay a dividend in shares of its
Common Stock or subdivide its outstanding shares of Common Stock into a greater
number of shares, the Underlying Shares purchasable upon exercise immediately
prior to such dividend or subdivision shall be proportionately increased, and
conversely, in case the outstanding shares of Common Stock of the Company shall
be combined into a smaller number of shares, the Underlying Shares purchasable
upon exercise immediately prior to such combination shall be proportionately
reduced.
(b) In case of any reclassification, capital reorganization or other organic
change of outstanding shares of Common Stock of the Company, or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a wholly owned subsidiary in which merger the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale or transfer to another corporation of the property of the
Company as an entirety or substantially as an entirety, the Company shall, as a
condition precedent to such transaction cause effective provision to be made so
that the Holder of this Option shall have the right thereafter, by exercising
such Option, to purchase the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, capital
reorganization or other change, consolidation, merger, sale or transfer by a
holder of the number of shares of Common Stock of the Company which might have
been purchased upon exercise of such Option immediately prior to such
reclassification, capital reorganization or other change, consolidation, merger,
sale or transfer. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Option. This subparagraph 3(b) shall similarly apply to any
successive reclassification, capital reorganization and other organic change of
shares of Common Stock and to successive consolidations, mergers, sales or
transfers. In the event that at any time, as a result of an adjustment made
pursuant to this subparagraph 3(b), the Holder of this Option shall become
entitled to purchase upon exercise of this Option shares of stock, evidences of
indebtedness, or other securities or assets (other than shares of Common Stock)
then, wherever appropriate, all references herein to shares of Common Stock
shall be deemed to refer to and include such shares of stock, evidences of
indebtedness, other securities or assets; and thereafter the number of such
shares of stock, evidences of indebtedness, or other securities or assets shall
be subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions contained in this subparagraph 3(b).
(c) In case after the date hereof, the Company shall declare a dividend upon
shares of Common Stock payable otherwise than out of earnings, retained
earnings, or earned surplus or otherwise than in shares of Common Stock, the
Holder of this Option shall, upon exercise of such Option in whole or in part,
be entitled to purchase, in addition to the number of shares of Common Stock
deliverable upon such exercise against payment of the Exercise Price therefor,
but without further consideration, the cash, stock or other securities or
property which the Holder of such Option would have received as dividends
(otherwise than out of such earnings, retained earnings, or earned surplus and
otherwise than in shares of Common Stock). For purposes of this subparagraph
3(c), a dividend payable otherwise than in cash or otherwise than in shares of
Common Stock shall be considered to be payable out of earnings, retained
earnings, or earned surplus only to the extent that such earnings, retained
earnings, or earned surplus shall be charged in an amount equal to the fair
value of such dividends as determined by the Board of Directors.
4. Upon each adjustment of the number of shares of Underlying Shares
purchasable as set forth in paragraph 3, the Holder of this Option shall
thereafter (until another such adjustment) be entitled to purchase, at new
Exercise Price, up to such adjusted number of shares, calculated to the nearest
full share. Such new Exercise Price shall be calculated by multiplying the
number of Underlying Shares immediately prior to such adjustment by the Exercise
Price in effect immediately prior to such adjustment and dividing the product so
obtained by the new number of Underlying Shares.
5. Whenever the Exercise Price shall be adjusted as required by the provisions
of the foregoing paragraph 4, the Company shall forthwith file in the custody of
its Secretary or an Assistant Secretary at its principal office, and with its
transfer agent a certificate from its independent certified public accountants
showing the new Exercise Price, determined as there provided, setting forth in
reasonable detail the facts requiring the adjustment of such price, including a
statement of the number of additional shares of Common Stock, if any, and such
other facts as shall be necessary to show the reason for and the manner of
computing such adjustment. Each such accountants' certificate shall be made
available at all reasonable times for inspection by the Holder of this Option
and the Company shall, forthwith after each such adjustment mail a copy of such
certificate to the Holder of this Option.
6. So long as this Option shall be outstanding,
(a) if the Company shall pay any dividend or make any distribution upon its
Common Stock as provided in subparagraph 3(a) or,
(b) if the Company shall offer to the holders of its Common Stock for
subscription or purchase by them any shares of stock of any class or any other
rights or,
(c) if any capital reorganization of the Company, reclassification of the
Common Stock of the Company, consolidation or merger of the Company with or into
another corporation, sale or transfer of all or substantially all of the
property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then, in any such case, the Company shall cause to be mailed to the
Holder, at least ten (10) days prior to the earliest date hereinafter specified,
a notice containing a brief description of the proposed action and stating the
anticipated date on which (1) a record is to be taken for the purpose of such
dividend or distribution, or (2) such reclassification, reorganization,
consolidation, merger, sale or transfer, dissolution, liquidation or winding up
is to take place and the anticipated date, if any is to be fixed, as of which
the holders of Common Stock of record shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, sale or transfer,
dissolution, liquidation or winding up. After any such notice shall be given,
the Company shall give the Holder of this Option copies of all notices sent to
the Company's stockholders.
7. The Company shall not be required to issue any fractional shares of Common
Stock upon exercise of this Option or cash in lieu of fractional shares, but
instead this Option shall be deemed to confer the right to purchase the next
larger number of full shares of Common Stock.
8. The Company will not by amendment of its certificate of incorporation or
through reorganization, consolidation, merger, dissolution, or sale or transfer
of assets, or by any other voluntary act or deed, avoid or seek to avoid the
performance or observance of any of the covenants, stipulations or conditions in
this Option to be observed or performed by the Company, but will at all times in
good faith assist, insofar as it is able, in the carrying out of all provisions
of this Option and in the taking of all other actions which may be necessary in
order to protect the rights of the Holder of this Option against dilution.
Without limiting the generality of the foregoing, the Company agrees that it
will not increase the par value of any shares which are at the time issuable
upon exercise of this Option above the Exercise Price and that, before taking
any action which would cause an adjustment reducing the Exercise Price below the
then par value of the shares issuable upon exercise of this Option, the Company
will take any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable shares at the actual
Exercise Price.
9. The Company agrees that upon the written request made by the Holder upon
the exercise of this Option as set forth in the Notice of Intent to Exercise
Option, in the form annexed hereto and duly executed, the Company shall, at its
expense, prepare and file with the Securities and Exchange Commission a
Registration Statement on Form S-3 or any other short registration form whenever
the Company is permitted under applicable rules promulgated by the Securities
and Exchange Commission to use such short form under the Securities Act of 1933,
as amended (the 1933 Act), relating to the resale of such Underlying Shares by
the Holder, shall use its best efforts to have the Registration Statement become
effective as promptly as possible, and shall furnish to such Holder a copy of
the Registration Statement and any Prospectus forming a part thereof. The
Company will not be obligated to effect more than one registration with respect
to the resale of the Underlying Shares pursuant to the provisions of this
paragraph. The Company's registration obligation under this paragraph 9 is a
"best efforts" obligation only and provided the Holder so requests in writing,
the Company shall use its best efforts to effectuate a shelf registration of the
Underlying Shares for resale under Rule 415 promulgated by the Securities and
Exchange Commission. More specifically, pursuant to its obligations hereunder,
upon the written request of the Holder to so register the Underlying Shares, the
Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a
Registration Statement (which shall be, to the extent the Company is permitted
to do so under applicable rules promulgated by the Securities and Exchange
Commission, a short form Registration Statement) with respect to the resale of
the Underlying Shares and use its best efforts to cause such Registration
Statement to become effective;
(b) prepare and file with the Securities and Exchange Commission such
amendments and supplements to such Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective and comply with the provisions of the 1933 Act with respect
to the distribution of all securities covered by such Registration Statement;
(c) furnish to the Holder of this Option such Registration Statement, each
amendment and supplement thereto, the Prospectus included in such Registration
Statement (as such is declared effective by the Securities and Exchange
Commission), copies of the most recent Annual, Quarterly and Current Reports on
Forms 10-K, 10-Q and 8-K respectively, as well as copies of the most recent
proxy statement(s) and annual report furnished to shareholders, all as filed by
the Company with the Securities and Exchange Commission;
(d) use its best efforts to register or qualify such Underlying Shares in such
jurisdictions as the Holder reasonably requests and do any and all other acts
and.things which may be reasonably necessary or advisable to enable such Holder
to consummate the disposition in such jurisdictions of the Underlying Shares
provided that the Company will not be required to
(i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph;
(ii) subject itself to taxation in any jurisdiction where it would not
otherwise be subject to taxation but for this subparagraph;
(iii) consent to general service of process in any jurisdiction where it would
not otherwise be subject to process but for this subparagraph;
(e) notify the Holder at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act, of the happening of any event as a
result of which the prospectus included in such registration statement contains
an untrue statement of a material fact or omits any fact necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading, and, at the request of the Holder, the Company will
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Underlying Shares, such prospectus will not
contain an untrue statement of material fact or omit to state any fact necessary
to make the statements made therein, in the light of the circumstances under
which they were made, not misleading;
(f) enter into any such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the Holder or
the underwriters, if any, reasonably request in order to expedite or facilitate
the disposition of such registered Shares;
(g) make available for inspection by the Holder, any underwriter participating
in any disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by such seller or underwriter, all financial
and other records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement and cause the Company's attorneys and accountants to deliver legal
opinions and comfort letters to the Holder which have been delivered in
connection therewith.
10. The Holder of this Option understands that except as provided in paragraph
9 above, the Company has not agreed to register either the issuance or the
resale of the Underlying Shares in accordance with the provisions of the 1933
Act or to register either the issuance or the resale of the Underlying Shares
under any applicable state securities laws. Hence, the Holder agrees that by
virtue of the provision of certain rules respecting "restricted securities"
promulgated under such federal and/or state laws, unless the resale of the
Underlying Shares is registered as provided in paragraph 9 above, the Underlying
Shares which the Holder would purchase upon the exercise of this Option must be
held indefinitely and may not be sold, transferred, pledged, hypothecated or
otherwise encumbered for value, unless and until a secondary distribution and/or
resale of such Underlying Shares is subsequently registered under such federal
and/or state securities laws, or unless an exemption from registration is
available, in which case the Holder of such Underlying Shares still may be
limited as to the amount of the Underlying Shares that may be sold, transferred,
pledged and/or encumbered for value. The Holder of this Option therefore agrees
that except as provided in paragraph 9 above, the Company may affix upon any
certificate representing the Underlying Shares issued upon exercise of this
Option a legend that such shares may not be transferred in violation of Section
5 of the Securities Act of 1933.
11. The Company shall have the obligations set forth in this Agreement to
(a) the Holder of this Option and its assigns and
(b) the Holder of any securities issued or issuable upon such exercise of this
Option, and the Holder of this Option and the holder of any securities issued or
issuable upon such exercise of this Option shall have the respective
responsibilities of the holder designated in this Option Agreement.
12. Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, and of indemnity or
security reasonably satisfactory to it and upon reimbursement to the Company of
all reasonable expenses incidental thereto, and upon surrender and cancellation
of this Option, if mutilated, the Company will make and deliver a new Option of
like tenor, in lieu of this Option, provided that so long as this Option shall
be held by an institutional investor of recognized standing, an agreement of
indemnity shall suffice, in lieu of a bond or other security.
13. All communications and notices provided for in this Option, may be
delivered or sent by certified mail, return receipt requested, addressed to the
Holder at the address last furnished by such Holder to the Company, and to the
Company, at its principal office in the City of Leicester, New York, addressed
to the attention of the Secretary. The Company or the Holder of this Option may
designate a new address by giving notice thereof to the other. Any notice shall
be sent via air mail if the distance between the address and the point of
mailing exceeds 500 miles. If mailed in the United States, any notice or
communication shall be deemed given and delivered on the second business day
after the date of mailing.
14. This Option shall be construed in accordance with and governed by the laws
of the State of New York.
15. Until the expiration date of this Option, the Company shall reserve and
keep available a sufficient number of shares to satisfy the requirements of all
this Option.
16. This Option shall be binding upon any successor or assigns of the Company.
17. This Option shall be wholly void and of no effect after October ,
2000.
WITNESS the duly authorized signature of the Company and the Holder by their
officers duly authorized dated as of
October _______ , 1995.
CPAC, INC.
BY: ____________________________
Thomas N. Hendrickson
President and
Chief Executive Officer
____________________________
Name of Optionee
BY: ____________________________
(Name)
(Title)
FORM OF SUBSCRIPTION
[To be signed only upon exercise of Option]
CPAC, INC.
The undersigned, the Holder of the within Option, hereby irrevocably elects to
exercise the purchase right represented by such Option for, and to purchase
thereunder, shares of the $.01 par value Common Stock of CPAC, Inc.
----------
and herewith makes payment for the subscribed for number of shares by certified
check or bank draft made payable to CPAC, Inc. in the amount of $ ,
------------
and requests that the certificates for such shares be issued in the name of, and
delivered to whose address is .
---------------
Dated:
____________________________________
(Signature must conform in all
respects to the name of Holder as
specified on the face of
the Option or Form of Assignment.)
__________________________________
Address
In the Presence of:
__________________________________
FORM OF ASSIGNMENT
[To be signed only upon transfer of Option]
For value received, the undersigned hereby sells, assigns and transfers unto
whose address is the right
- --------------------- -----------------------
represented by the within Option to purchase shares of the Common Stock of CPAC,
Inc., to which the within Option relates, and appoints Attorney to transfer such
right on the books of CPAC, Inc. with full power of substitution in the
premises.
Dated:
____________________________________
(Signature must conform in all
respects to the name of Holder as
specified on the face of
the Option or Form of Assignment.)
____________________________________
Address
In the Presence of:
_______________________________
NOTICE OF INTENT
TO EXERCISE OPTION
The undersigned Holder of the within Option hereby serves Notice of its Intent
to Exercise the within Option to purchase thereunder, shares of
-------------
the $.01 par value Common Stock of CPAC, Inc. within the next ninety (90) days
and hereby requests CPAC, Inc. to cause the sale of such shares by the Holder to
be registered under the Securities Act of 1933 in accordance with paragraphs 9
and 10 of the within Option.
Dated:
____________________________________
(Signature must conform in all
respects to the name of Holder as
specified on the face of
the Option or Form of Assignment.)
____________________________________
Address
In the Presence of:
__________________________________
EXHIBIT 5 & EXHIBIT 23.2
June 21, 1996
The Board of Directors
CPAC, Inc.
2364 Leicester Road
Leicester, NY 14481
Gentlemen:
This opinion is issued to you in connection with the registration of
142,190 shares of the $.01 par value common stock (the `Shares'') of CPAC, Inc.
(the `Company'') under the Securities Act of 1993. The Shares are being
registered with the Securities and Exchange Commission under a Registration
Statement on Form S-2 being filed on or about June 21, 1996 (the `Registration
Statement') in connection with a resale by certain sellers who have options to
purchase the shares.
The Shares are currently not issued and outstanding but are subject to
certain options granted by the Company to the respective optionees at various
option prices from time to time. The Shares to be offered by the Registration
Statement will be obtained through the exercise of said stock options and
payment by the optionees of the exercise price. The exercise price for each of
said options was the fair market value of the Company's common stock on the date
the stock option was granted, as quoted for such date on the National
Association of Securities' Dealers National Market System.
We are familiar with the relevant documents and materials used in
preparing the Registration Statement and the Prospectus which forms a part of
the Registration Statement and documents reflecting certain actions takn by the
Company in connection with the transactions by which the Shares are to be
acquired by the holders thereof.
Based upon our review of the relevant documents and materials, it is our
opinion that the Company has taken all necessary and required corporate
proceedings in connection with the grant of the options described herein and
that, provided and to the extent each optionee makes payment of the option price
in accordance with the terms set forth in each option, the Shares, upon their
issuance, will be legally issued and fully paid and non-assessable.
We hereby consent to the reference to our firm under the caption `Legal
Matters' in the Prospectus and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
CHAMBERLAIN, D'AMANDA,
OPPENHEIMER & GREENFIELD
BY: /s/ Richard B. Sullivan
_______________________________
Richard B. Sullivan
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
CPAC, Inc. on Form S-2 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
June 27, 1996
