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As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PICO PRODUCTS, INC.
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(Exact name of issuer as specified in its charter)
New York 15-0624701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12500 Foothill Boulevard
Lakeview Terrace, California 91342
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(Address of principal executive offices) (Zip Code)
PICO PRODUCTS, INC.
1996 INCENTIVE STOCK PLAN
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(Full title of the plans)
EVERETT T. KEECH
Chief Executive Officer
12500 Foothill Boulevard
Lakeview Terrace, California 91342
(818) 897-0028
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Patricia A. Gritzan, Esquire
Saul, Ewing, Remick & Saul
3800 Centre Square West
Philadelphia, Pennsylvania 19102
(215) 972-7139
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities to Amount to be Maximum Offering Maximum Amount of Registration Fee
be Registered Registered Price Per Share Aggregate
Offering Price
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<S> <C> <C> <C> <C>
Common Stock, Par 110,000(1) $2.34375 $257,812.50 $ 78.13
Value $.01 Per Share 10,000(1) $2.0625 $ 20,625.00 $ 6.25
2,500(1) $2.15625 $ 5,390.63 $ 1.63
5,000(1) $2.0625 $ 10,312.50 $ 3.13
67,500(2) $1.8125 $122,343.75 $ 37.07
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Tota1 195,000 $416,484.38 $126.21
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(1) Represents shares issuable upon exercise of options previously
granted under the 1996 Incentive Stock Plan.
(2) Represents shares issuable upon exercise of options available for
grant under the 1996 Incentive Stock Plan. The registration fee with respect to
these shares has been computed in accordance with paragraphs (c) and (h) of Rule
457, based upon the average of the reported high and low sales price of shares
of Common Stock on January 21, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.(1)
Item 2. Registrant Information and Employee Plan Annual Information.(1)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There is incorporated herein by this reference thereto and
made a part hereof the documents listed in clauses (a), (b), (c) and (d) below
and all documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been awarded or sold or which deregisters all securities then remaining
unawarded or unsold, which shall be deemed to be incorporated by this reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended July
31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1996.
(c) The Registrant's Current Report on Form 8-K dated November 21,
1996.
(d) The description of the class of securities offered contained in the
registration statement filed by the Registrant to register such securities under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Experts and Counsel.
Certain legal matters in connection with this offering have
been passed upon for the Registrant by Saul, Ewing, Remick & Saul, Philadelphia,
Pennsylvania. Spencer W. Franck, Jr., Esquire, a partner in the law firm of
Saul, Ewing, Remick & Saul, is the Secretary of the Registrant.
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(1) The information called for by Part I of Form S-8 is currently included
in the description of the Pico Products, Inc. 1996 Incentive Stock Plan
(the "Plan") delivered to persons selected to participate in the Plan
and is not being filed with or included in this Form S-8 in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
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Item 6. Indemnification of Directors and Officers.
Article 7 of the New York Business Corporation Law provides
generally that a corporation shall have the power to indemnify any person sued
as a director or officer of the corporation, or of another corporation,
partnership or other enterprise, if serving as such at the request of the
indemnifying corporation, in non-derivative suits for judgments, fines, amounts
paid in settlement and reasonable expenses (including attorneys' fees), if such
director or officer acted in good faith and for a purpose he reasonably believed
to be in or not opposed to the best interests of the indemnifying corporation.
In the case of criminal actions and proceedings, such person must also have had
no reasonable cause to believe his conduct was unlawful. Indemnification of
expenses is authorized in shareholder derivative suits where a director or
officer acted in good faith and for a purpose which he reasonably believed to be
in or not opposed to the best interests of the indemnifying corporation except
that no indemnification shall be made in respect of (1) a threatened action or a
pending action which is settled or otherwise disposed of, or (2) any claim as to
which such director or officer has been adjudged to be liable to the
corporation, unless a court determines that in view of all the circumstances,
such person is entitled to indemnification for such expenses as the court deems
proper. A person sued as a director or officer of a corporation who has been
successful in defense of the action must be indemnified by the corporation
against reasonable expenses.
The Registrant's By-laws include the indemnification
provisions excerpted below:
ARTICLE 8
INDEMNIFICATION
The Corporation shall indemnify any person made, or
threatened to be made, a party to any action, suit or
proceeding by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation,
or of any other corporation which he served as such at the
request of the Corporation, against all reasonable expenses,
including attorneys' fees, actually and necessarily incurred
by him in connection with the defense of such action, suit or
proceeding, or in connection with any appeal therein, and
including the cost of court approved settlements, to the
fullest extent and in the manner set forth in and permitted by
the Business Corporation Law and any other applicable law, as
from time to time in effect. Such right of indemnification
shall not be deemed exclusive of any other rights to which
such director or officer may be entitled apart from the
foregoing provisions.
The foregoing provisions of this Article 8 shall be
deemed to be a contract between the Corporation and each
director and officer who serves in such capacity at any time
while this Article 8 and the relevant provisions of the
Business Corporation Law and other applicable law, if any, are
in effect, and, except to the extent otherwise required by
law, any repeal or modification thereof shall not affect any
rights or obligations then existing or thereafter arising with
respect to any state of facts then or theretofore existing or
thereafter arising or any action, suit or proceeding
theretofore or thereafter brought or threatened based in whole
or in part upon any such state of facts.
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The Board in its discretion shall have power on
behalf of the Corporation to indemnify any person, other than
a director or officer, made a party to any action, suit or
proceeding by reason of fact that he, his testator or
intestate, is or was an employee of the Corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the
Registration Statement:
5. Opinion of Saul, Ewing, Remick & Saul.
10. 1996 Incentive Stock Plan (incorporated by reference to
Appendix to Proxy Statement filed on December 4, 1996).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Saul, Ewing, Remick & Saul (contained in Exhibit
No. 5).
24. Power of Attorney (included on signature page of the
Registration Statement).
Item 9. 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
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 12 or Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the Registration Statement.
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(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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) Insofar as the 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 provision, 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 liability (other than 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.
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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, thereunder
duly authorized, in the City of Los Angeles, State of California, on January
21, 1997.
PICO PRODUCTS, INC.
By: /s/ Everett T. Keech
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Everett T. Keech, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby makes, constitutes and appoints Everett T. Keech
and William W. Mauritz, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Registration
Statement, including post-effective amendments, 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 or 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 any of
them, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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 dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Everett T. Keech Chief Executive Officer (Principal January 21, 1997
- ----------------------------- Executive Officer) and Chairman of
Everett T. Keech the Board of Directors
/s/ Charles G. Emley, Jr. Director January 21, 1997
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Charles G. Emley, Jr.
/s/ David A. Heenan Director January 21, 1997
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David A. Heenan
/s/ E. B. Leisenring, Jr. Director January 21, 1997
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E. B. Leisenring, Jr.
/s/ Pierson G. Mapes Director January 21, 1997
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Pierson G. Mapes
/s/ William W. Mauritz Director January 21, 1997
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William W. Mauritz
/s/ Joseph T. Kingsley Senior Vice President, Finance and January 21, 1997
- ----------------------------- Operations, Chief Financial Officer
Joseph T. Kingsley and Treasurer (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Exhibit
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5 Opinion of Saul, Ewing, Remick & Saul
10 1996 Incentive Stock Plan (incorporated by
reference to Appendix to Proxy Statement filed
on December 4, 1996)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Saul, Ewing, Remick & Saul
(Contained in Exhibit No. 5)
24 Power of Attorney authorizing either of Everett
T. Keech or William W. Mauritz to sign the
Registration Statement (included in signature
page of the Registration Statement)
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EXHIBIT 5
[LETTERHEAD OF SAUL, EWING, REMICK & SAUL]
January 24, 1997
Pico Products, Inc.
12500 Foothill Boulevard
Lakeview Terrace, CA 91342
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Pico Products, Inc. a New York corporation (the "Company"), to be
filed with the Securities and Exchange Commission covering the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of 195,000
shares of common stock, par value $.01 per share, of the Company (the "Shares").
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this Opinion.
Based on the foregoing, it is our opinion that:
1. the Company is duly organized, validly existing and in good standing
under the laws of the State of New York; and
2. the Shares to be issued in accordance with the terms described in
the Registration Statement have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Shares for the Company and as
having prepared this Opinion as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Saul, Ewing, Remick & Saul
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SAUL, EWING, REMICK & SAUL
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Pico Products, Inc. on Form S-8 of our report dated October 24,
1996, appearing in the Annual Report on Form 10-K of Pico Products, Inc. for
the year ended July 31, 1996.
Date: January 21, 1997 Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
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Los Angeles, California
