This document contains 7 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
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 48,000 (1) (2) (3) (1) (2) (3) $152.72 (1)
Par Value
$0.01 per
share 12,000 (1) (2) (3) (1) (2) (3) $ 32.64 (4)
- -------------------------------------------------------------------------------
(1) The Shares registered pursuant to this Registration Statement consist of
12,000 additional shares reserved for issuance under the CPAC, Inc. 1996
Nonemployee Directors Stock Option Plan. 48,000 shares reserved for
issuance under the Plan were registered under previous Registration
Statements which became effective on October 3, 1996 and October 14, 1997.
(2) The Shares registered pursuant to this 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 7,
1998 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 7,
1998. The total offering price for 12,000 shares based upon such exercise
price was $110,640. Based upon the statutory formula contained in Section
6(b), the Registration Fee is $32.64.
(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 STATEMENTS
CPAC, Inc. registered 39,000 shares of its $.01 par value common stock
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 and an additional 9,000 shares on Form S-8,
Registration Statement filed with the Commission on October 14, 1997. The
Company hereby registers an additional 12,000 shares of its $.01 par value
common stock underlying options granted automatically under the Plan by filing
this Registration Statement and hereby states that the contents of the
Registration Statements filed on October 3, 1996 and on October 14, 1997, are
hereby incorporated herein by reference thereto.
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EXHIBITS
Exhibit
Number Description Page
------- ----------- ----
4 Instruments defining the rights N/A
of security holders
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 N/A
financial information
23 Consents of Experts and Counsel
23.3 Consent of Certifying Accountant 7
23.4 Consent of Counsel 5
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
-2-
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 November 24,
1998.
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 24, 1998 /s/ Thomas N. Hendrickson
----------------------------------------
THOMAS N. HENDRICKSON
President, Chief Executive Officer,
Treasurer and Director
Date: November 24, 1998 /s/ Thomas J. Weldgen
-----------------------------------------
THOMAS J. WELDGEN
Vice President-Finance and Director
Date: November 24, 1998 /s/ Robert Oppenheimer
-----------------------------------------
ROBERT OPPENHEIMER
Secretary and Director
Date: November 24, 1998 /s/ Seldon T. James, Jr.
-----------------------------------------
SELDON T. JAMES, JR., Director
Date: November 24, 1998 /s/ Robert C. Isaacs
-----------------------------------------
ROBERT C. ISAACS, Director
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EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
4 Instruments defining the rights N/A
of security holders
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 N/A
financial information
23 Consents of Experts and Counsel
23.3 Consent of Certifying Accountant 7
23.4 Consent of Counsel 5
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
-4-
EXHIBIT 5.2 AND 23.4
November 24, 1998
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 12,000 shares (hereinafter
referred to as the "Company's shares") of Common Stock of the Company covered by
the Company's Registration Statement (hereinafter referred to as the
"Registration Statement") and Prospectus as updated on November 24, 1998.
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;
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CPAC, Inc.
November 24, 1998
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 6,739,022 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
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the incorporation by reference in the Registration Statement
of CPAC, Inc. on Form S-8 to be filed by CPAC, Inc. in connection with its
1996 Nonemployee Directors Stock Option Plan of our report dated May 29, 1998,
on our audits of the consolidated financial statements and the financial
statement schedule of CPAC, Inc. and Subsidiaries as of March 31, 1998, and
1997, and for each of the three years in the period ended March 31, 1998, which
report is included in the Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
------------------------------------
PRICEWATERHOUSECOOPERS LLP
Rochester, New York
November 24, 1998
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EXHIBIT 5.2 AND 23.4
November 24, 1998
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 12,000 shares (hereinafter
referred to as the "Company's shares") of Common Stock of the Company covered by
the Company's Registration Statement (hereinafter referred to as the
"Registration Statement") and Prospectus as updated on November 24, 1998.
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;
-5-
CPAC, Inc.
November 24, 1998
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 6,739,022 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
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