CPAC INC, S-8, 2000-09-29

CPAC INC
S-8, 2000-09-29
SPECIAL INDUSTRY MACHINERY, NEC

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This document contains 8 pages

Exhibit Index appears at page 3.

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

TITLE OF
SECURITIES
TO BE
REGISTERED

AMOUNT TO BE
REGISTERED

PROPOSED
MAXIMUM
OFFERING PRICE
PER SHARE

PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE

AMOUNT OF
REGISTRATION
FEE

Common Stock
Par Value
$.01 per
share

24,000

(1)(2)(3)

$ 45.05(4)

(1)	The Shares registered pursuant to this Registration Statement consist of 9,000 additional shares reserved for issuance under the CPAC, Inc. 1996 Nonemployee Directors Stock Option Plan. 69,000 shares reserved for issuance under the Plan were registered under previous Registration Statements which became effective on October 3, 1996, October 14, 1997, November 24, 1998 and September 24, 1999 respectively. Also includes 15,000 shares granted on April 4, 2000 to a new nonemployee Director.

(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 11, 2000 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. The total offering price for 9,000 shares based upon exercise price, as of August 11, 2000 grant date was $67,500. Based upon the statutory formula contained in Section 6(b) the Registration Fee is $17.82. The total offering price for 15,000 shares based upon exercise price as of April 4, 2000 grant date was $103,125. Based upon the statutory formula contained in Sections 6 (b), the Registration Fee is $ 27.23. Therefore, the total amount for registration of the combined 24,000 shares is $45.05.

(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, an additional 9,000 shares on Form S-8, Registration Statement filed with the Commission on October 14, 1997, and an additional 12,000 shares on Form S-8, Registration Statement filed with the Commission on November 24, 1998 and an additional 9,000 shares on Form S-8 Registration Statement filed with the Commission on September 24, 1999. The Company hereby registers an additional 9,000 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, on October 14, 1997, on November 24, 1998 and on September 24, 1999 are hereby incorporated herein by reference thereto.

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	6
15	Letter re: Unaudited interim	N/A
	financial information
23	Consents of Experts and Counsel
	23.3 Consent of Certifying Accountant	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
	99.1 CPAC, Inc. 1996 NonEmployee Directors Stock Option Plan incorporated by reference to Form S-8, Registration Statement(October 3, 1996)	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 September 29, 2000.

CPAC, INC.

BY: /s/ Thomas N. Hendrickson

THOMAS N. HENDRICKSON, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Date: September 29, 2000	/s/ Thomas N. Hendrickson THOMAS N. HENDRICKSON President, Chief Executive Officer, Treasurer, and Director

Date: September 29, 2000	/s/ Robert C. Isaacs ROBERT C. ISAACS Senior Vice President, Chief Operating Officer, and Director

Date: September 29, 2000	/s/ Robert Oppenheimer ROBERT OPPENHEIMER Secretary and Director

Date: September 29, 2000	/s/ Seldon T. James, Jr. SELDON T. JAMES, JR Director

Date: September 29, 2000	/s/ Thomas J. Weldgen THOMAS J. WELDGEN Vice President Finance, Chief Financial Officer, and Director

Date: September 29, 2000	/s/ Jerold L. Zimmerman JEROLD L. ZIMMERMAN Director

Date: September 29, 2000	/s/ Wendy F. Clay WENDY F. CLAY Vice President, Administration

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	6
15	Letter re: Unaudited interim financial information	N/A
23	Consents of Experts and Counsel
	23.3 Consent of Certifying Accountant	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
	99.1 CPAC, Inc. 1996 NonEmployee Directors Stock Option Plan incorporated by reference to Form S-8, Registration Statement(October 3, 1996)	N/A