This document contains 8 pages.
Exhibit Index appears at page 4.
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
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. 1996 NONEMPLOYEE DIRECTORS STOCK OPTION 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 39,000 (1) (2) (3) (1) (2) (3) $120.00 (1)
Par Value
$0.01 per
share 9,000 (1) (2) (3) (1) (2) (3) $ 32.72 (4)
- -------------------------------------------------------------------------------
(1) The Shares registered pursuant to this Amended Registration Statement
consist of 9,000 additional shares reserved for issuance under the
CPAC, Inc. 1996 Nonemployee Directors Stock Option Plan. The initial
39,000 shares reserved for issuance under the Plan were registered under a
Registration Statement which became effective on October 3, 1996 and a
filing fee in the amount of $120.00 was paid at that time.
(2) The Shares registered pursuant to this Amended Registration Statement will
not be sold to members of the general public but solely to nonemployee
directors of CPAC, Inc. in accordance with the terms of the CPAC, Inc.
1996 Nonemployee Directors Stock Option Plan pursuant to options granted
automatically under the Plan.
(3) Under the terms of the CPAC, Inc. 1996 Nonemployee Directors Stock Option
Plan, on an ongoing basis, an option to purchase 3,000 shares is granted
to each nonemployee director elected or reelected at the annual meeting of
shareholders with the exercise price equal to the fair market value of the
Company's common stock on the Friday succeeding such meeting (August 6,
1997 in the current year). Fair market value is the closing price for the
Company's common stock on such dates as quoted on the National
Over-The-Counter Market in the NASDAQ National Market System.
(4) Statutory Fee: Section 6(b) of the Securities Act of 1933 and Rule
457(h)(1), based upon exercise price of the options granted as of August
8, 1997. The total offering price for 9,000 shares based upon such
exercise price was $108,000. Based upon the statutory formula contained
in Section 6(b), the Registration Fee is $32.72.
(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 39,000 shares of its $.01 par value common stock
initially reserved for issuance pursuant to its 1996 Nonemployee Directors
Stock Option Plan on Form S-8, Registration Statement, filed with the
Securities and Exchange Commission on October 3, 1996. The Company hereby
registers the 9,000 additional shares of its $.01 par value common stock
underlying options granted automatically under the Plan by filing this Amended
Registration Statement and hereby states that the contents of the Registration
Statement filed on October 3, 1996, 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 Quarterly
and Current Reports and Exhibits
filed therewith
5 Opinion of Counsel
5.2 Opinion of Counsel re: legality 5
15 Letter re: Unaudited interim
financial information N/A
23 Consents of Experts and Counsel
23.3 Consent of Coopers & Lybrand, L.L.P. 7
23.4 Consent of Counsel (contained in
Exhibit 5.2 hereto) 5
23.5 Consent of Arthur Andersen LLP 8
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Leicester, State of New York on November 5,
1997.
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: November 5, 1997 /s/ Thomas N. Hendrickson
------------------------------------------
THOMAS N. HENDRICKSON
President, Chief Executive Officer,
Treasurer and Director
Date: November 5, 1997 /s/ Robert C. Isaacs
------------------------------------------
ROBERT C. ISAACS
Senior Vice President and Director
Date: November 5, 1997 /s/ Robert Oppenheimer
------------------------------------------
ROBERT OPPENHEIMER
Secretary and Director
Date: November 5, 1997 /s/ Seldon T. James, Jr.
------------------------------------------
SELDON T. JAMES, JR., Director
Date: November 5, 1997 /s/ John C. Burton
------------------------------------------
JOHN C. BURTON, Director
Date: November 5, 1997 /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 Quarterly
and Current Reports and Exhibits
filed therewith
5 Opinion of Counsel
5.2 Opinion of Counsel re: legality 5
15 Letter re: Unaudited interim
financial information N/A
23 Consents of Experts and Counsel
23.3 Consent of Coopers & Lybrand, L.L.P. 7
23.4 Consent of Counsel (contained in
Exhibit 5.2 hereto) 5
23.5 Consent of Arthur Andersen LLP 8
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 14, 1997
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 9,000 shares (hereinafter
referred to as the "Company's shares") of Common Stock of the Company covered
by the Registration Statement (hereinafter referred to as the "Registration
Statement") and Prospectus as updated on October 14, 1997.
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 14, 1997
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 7,167,689 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 Registration Statement shall be effective and the shares
shall have been issued and sold upon the terms and conditions set forth in the
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 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
Registration Statement.
Very truly yours,
CHAMBERLAIN, D'AMANDA,
OPPENHEIMER & GREENFIELD
By: /s/ Richard B. Sullivan
-------------------------------
Richard B. Sullivan
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the incorporation by reference in the Registration
Statement on Form S-8, to be filed by CPAC, Inc. with respect to the CPAC, Inc.
1996 Nonemployee Directors Stock Option Plan of our report dated May 23, 1997,
on our audits of the consolidated financial statements and the financial
statement schedule of CPAC, Inc. and Subsidiaries as of March 31, 1997, and
1996, and for each of the three years in the period ended March 31, 1997, which
report is included in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand, L.L.P.
-----------------------------------
COOPERS & LYBRAND, L.L.P.
Rochester, New York
November 5, 1997
EXHIBIT 5.2 AND 23.4
October 14, 1997
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 9,000 shares (hereinafter
referred to as the "Company's shares") of Common Stock of the Company covered
by the Registration Statement (hereinafter referred to as the "Registration
Statement") and Prospectus as updated on October 14, 1997.
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 14, 1997
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 7,167,689 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 Registration Statement shall be effective and the shares
shall have been issued and sold upon the terms and conditions set forth in the
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 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
Registration Statement.
Very truly yours,
CHAMBERLAIN, D'AMANDA,
OPPENHEIMER & GREENFIELD
By: /s/ Richard B. Sullivan
-------------------------------
Richard B. Sullivan
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of CPAC, Inc. on Form S-8 of our
report dated July 14, 1997 on our audit of the statement of net assets of the
Industrial Cleaning Chemicals Business of IVAX Industries, Inc., as of December
31, 1996 and 1995 and the related statements of revenues and expenses for the
years then ended, which report is included in CPAC, Inc.'s Form 8-K/A as filed
on October 3, 1997.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
November 5, 1997
