<PAGE> 1
As filed with the Securities and Exchange Commission on February 1, 1996.
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STRIKER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 84-0834953
(State or other jurisdiction of incorporation (I.R.S.Employer Identification Number)
or organization)
</TABLE>
One Riverway, Suite 2450
Houston, Texas 77056
(713) 622-4092
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STRIKER INDUSTRIES, INC. 1994 AMENDED AND RESTATED INCENTIVE STOCK PLAN
(Full Title of Plan)
David A. Collins
Striker Industries, Inc.
One Riverway, Suite 2450
Houston, Texas 77056
(713) 622-4092
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
PORTER & HEDGES, L.L.P.
700 Louisiana, Suite 3500
Houston, Texas 77002
Attn: Samuel N. Allen
(713) 226-0600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Proposed Maximum
Offering Proposed Amount of
Amount to be Price Per Maximum Aggregate Registration
Title of Securities to be Registered registered (1) Share (2) Offering Price (2) Fee (2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.20 per share 4,000,000 $5.9063 $23,625,200 $8,146.63
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, includes an indeterminate number of additional shares
that may be issued as a result of anti-dilution provisions of the 1994
Amended and Restated Incentive Stock Plan.
<PAGE> 2
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
the average of the high and low prices reported on the Nasdaq Stock
Market's Small-Cap Market on January 26, 1996. Pursuant to Rule 457(h),
the registration fee is calculated with respect to the maximum number of the
registrant's securities issuable under the Plan.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the following documents filed by Striker Industries,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
("Registration Statement") by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994, specifically including the
Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1995, June 30, 1995, and September
30, 1995 and the Company's Current Reports on Form 8-K dated
May 18, 1995 and December 6, 1995; and
(c) The description of the Company's common stock (the "Common
Stock"), set forth under the caption "Capital Stock to be
Registered" in the Company's registration statement on Form
8-A dated December 31, 1981.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. The Company will provide, without charge, each participant in the
Company's 1994 Amended and Restated Incentive Stock Plan (the "Incentive
Plan"), on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party 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
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's
3
<PAGE> 4
fees, actually and reasonably incurred in connection with the defense or
settlement of such action, and the corporation may not indemnify for amounts
paid in satisfaction of a judgment or in settlement of the claim. In any such
action, no indemnification may be paid in respect of any claim, issue or matter
as to which such person shall have been adjudged liable to the corporation
except as otherwise approved by the Delaware Court of Chancery or the court in
which the claim was brought. In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with such other proceeding, as
well as to expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.
The Company's Bylaws require the Company to indemnify the Company's
directors to the same extent as Section 145 of the Delaware General
Corporation Law. The Company's Amended Certificate of Incorporation limits the
personal liability of a director to the corporation or its stockholders to
damages for breach of the director's fiduciary duty to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended..
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Specimen certificate for shares of the Company's common stock, par value $0.20 per
share.
4.2 The Company's 1994 Amended and Restated Incentive Stock Plan. Exhibit A to the
Company's Proxy Statement dated April 30, 1995 (the "Proxy"), is incorporated herein by
reference.
5.1 Opinion of Robert I. Beck, Esq.
23.1 Consent of Robert I. Beck, Esq. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
</TABLE>
Item 9. Undertakings.
A. Undertaking to Update
The undersigned registrant hereby undertakes:
4
<PAGE> 5
(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 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. Undertaking With Respect to Documents Incorporated by
Reference
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. Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised 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. 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, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
5
<PAGE> 6
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 Houston, State of Texas, on the 30th day of
January 1996.
STRIKER INDUSTRIES, INC.
By: /s/ DAVID A. COLLINS
-------------------------------------
David A. Collins
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of January 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ DAVID A. COLLINS Director, President
--------------------------------- and Chief Executive Officer
David A. Collins (Principal Executive Officer)
/s/ MATTHEW D. POND Chief Financial Officer (Principal
---------------------------- Financial and Accounting Officer), Director
Matthew D. Pond
</TABLE>
6
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description Page
------- ----------- ----
<S> <C> <C>
4.1 Specimen certificate for shares of the Company's common stock, par value $0.20
per share.
4.2 The Company's 1994 Amended and Restated Incentive Stock Plan. Exhibit A to the
Company's Proxy Statement dated April 30, 1995 is incorporated herein by
reference.
5.1 Opinion of Robert I. Beck, Esq.
23.1 Consent of Robert I. Beck, Esq. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
</TABLE>
7
<PAGE> 1
Exhibit 4.1
<TABLE>
<S> <C> <C>
NUMBER [STRIKER INDUSTRIES LOGO] SHARES
STRIKER INDUSTRIES, INC.
18551 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AUTHORIZED NUMBER OF SHARES, 25,000,000
PAR VALUE $0.20
CUSIP 863316 30 3
THIS CERTIFIES THAT SEE REVERSE
FOR CERTAIN DEFINITIONS
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF TWENTY CENTS ($(0.20) PER SHARE OF
STRIKER INDUSTRIES, INC.
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender
of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject
to all the provisions of the Articles of Incorporation, as amended, to all of which the holder, by acceptance hereby
assents.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed in facsimile by its duly authorized
officers and the facsimile corporate seal to be duly affixed hereto.
This certificate is not valid unless duly countersigned by the Transfer Agent.
Dated:
SECRETARY CHIEF EXECUTIVE OFFICER
[STRIKER INDUSTRIES LOGO]
</TABLE>
***********************************************
* COUNTERSIGNED: *
* American Securities Transfer, Inc. *
* P.O. Box 1596 *
* Denver, Colorado 80201 *
* *
* *
* By _________________________________________*
* Transfer Agent & Registrar *
* Authorized Signature *
***********************************************
<PAGE> 2
STRIKER INDUSTRIES, INC.
TRANSFER FEE: $10.00 PER CERTIFICATE ISSUED
The following abbreviations when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT-________Custodian_________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act____________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
_______________________________________________________________________________
For Value Received, ___________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
| |
| |
| |
|____________________________________|
SPECIMEN
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
_________________________________________________________________________ Shares
of the common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________________
____________________ attorney-in-fact to transfer the said stock on the books
of the within-named Corporation, with full power of substitution in the
premises.
Dated: ______________________
_____________________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed:
__________________________________________
The signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
<PAGE> 1
EXHIBIT 5.1
January 30, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Striker Industries, Inc.; Registration
Statement on Form S-8
Gentlemen:
I am acting as general counsel of Striker Industries, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
under the Securities Act of 1933, as amended, of a maximum aggregate of
4,000,000 shares (the "Shares") of the Company's Common Stock, par value $.20
per share (the "Common Stock") issuable under the Company's 1994 Amended and
Restated Incentive Stock Plan (the "Plan"). In rendering the opinion expressed
below, I have examined originals or copies of such of the corporate records,
documents and other instruments of the Company as in my judgment are necessary
and appropriate to enable me to render the opinion expressed below. In all such
examinations, I have assumed the genuineness and authenticity of all documents
submitted to me as certified or photostatic copies. To the extent the opinion
expressed below involves factual matters, I have relied on conversations and
certificates of executive officers of the Company and certificates of
governmental authorities.
Based on the foregoing, I am of the opinion that the Shares to be
offered and sold pursuant to the Registration Statement are duly authorized
and, when issued upon proper exercise of Options duly granted pursuant to
provisions of the Plan, will be validly issued, fully-paid and nonassessable
outstanding shares of the Company's Common Stock.
This opinion is limited to the matters expressly stated herein and no
other or more extensive opinion is implied or may be inferred beyond the
matters stated herein. I am an attorney licensed to practice only in the state
of Texas and, accordingly, this opinion is limited to the laws of the state of
Texas, the corporation laws of the state of Delaware and the federal laws of
the United States. This opinion is rendered solely for your benefit and may not
be relied on or used by any other person for any reason without my prior
written consent.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 being filed by the Company to effect
registration of the Shares under the Securities Act of 1933, as amended.
Very truly yours,
/s/ Robert I. Beck
-----------------------
Robert I. Beck, Esq.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 10, 1995
included in Striker Industries, Inc.'s form 10-KSB for the year ended December
31, 1994, and to all references to our Firm included in this registration
statement whereby Striker Industries, Inc. is registering 4,000,000 shares of
common stock on Form S-8. Reference is made to said report which includes an
additional paragraph referring to Notes 1, 6, 7, 12, 13 and 14 to the financial
statements describing certain transactions with several international investors
which were shareholders and creditors of the Company and thus related parties
to the Company. Many of these transactions were conducted through foreign
partnership or corporate-type entities. The effect of certain of these
transactions was to increase net income for the year ending December 31, 1994,
by approximately $2,600,000 more than it would have been had these transactions
not occurred. The additional paragraph also discusses operating losses incurred
by the Company of $1,631,000 and $2,425,000 during the years ended 1994 and
1993, respectively, and that the financial statements referred to above were
prepared based on the assumption that the Company will continue operations.
Managment had implemented an operational realignment as more fully discussed in
Note 1 to the financial statements referred to above and had obtained an
agreement from an officer/shareholder and an international investor to provide
up to $3,000,000, if necessary, to allow the Company to continue its normal
operations.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
January 30, 1996
