SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PRAB, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1654849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5944 E. KILGORE ROAD, P.O. BOX 2121, KALAMAZOO, MICHIGAN 49003
(Address, including zip code of registrant's principal executive offices)
1988 STOCK OPTION PLAN
(Full title of the plan)
GARY A. HERDER
President
Prab, Inc.
5944 E. Kilgore Road
P.O. Box 2121
Kalamazoo, Michigan 49003 (616) 382-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------
Copy to:
JOHN R. COOK, ESQ.
Miller, Canfield, Paddock and Stone, P.L.C.
444 West Michigan Avenue
Kalamazoo, Michigan 49007
(616) 381-7030
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of each class of Amount to be Proposed maximum offering aggregate offering Amount of
securities to be registered registered price per share (1) price (1) registration fee
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares $1.935 $387,000 $133.45
$.10 par value
<FN>
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(1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average of the bid and asked price of the Common Stock
as reported on the NASDAQ "over the counter bulletin board" on May 19, 1995.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a), (b) and (c) below are incorporated in
this Registration Statement by reference. 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 (the "Exchange Act"), prior to the filing of a
post-effective amendment 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 part hereof from the date of filing such documents.
(a) The registrant's Annual Report on Form 10-KSB for its
fiscal year ended October 31, 1994;
(b) The registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended January 31, 1995;
(c) The description of the registrant's common stock, $.10
par value (the "Common Stock"), included in the registrant's Form 8-A
Registration Statement dated February 19, 1982 (No. 0-10187), as
amended by the registrant's Form 8-A/A (Amendment No. 1) dated May
25, 1995.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock being registered hereunder is being
passed upon for the Company by Miller, Canfield, Paddock and Stone, P.L.C.,
Kalamazoo, Michigan. Eric V. Brown, Sr., a director of the Company, is "of
counsel" to Miller, Canfield, Paddock and Stone, P.L.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act, as amended (the "MBCA") and
Article VIII of the registrant's Articles of Incorporation provide, under
certain circumstances, for indemnification by the registrant of the
registrant's directors and officers against liabilities and related expenses
incurred by them in such capacities.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the registrant out of the foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
-1-
<PAGE>
Section 209(c) of the MBCA provides that the Articles of
Incorporation of a Michigan business corporation may contain a provision
providing that a director of the corporation is not personally liable to the
corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty, except that such a provision may not eliminate or
limit the liability of a director for (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the MBCA (relating to unauthorized
dividends or distributions to shareholders and unauthorized loans); or (iv)
any transaction from which the director derived an improper personal benefit.
At the 1988 Annual Meeting of registrant's shareholders, the shareholders
approved an amendment to registrant's Articles of Incorporation to include
such a provision, as well as the above-referenced provisions of Article VIII.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are furnished with this Registration
Statement:
Exhibit No. Description
----------- -----------
(4) Prab, Inc. 1988 Stock Option Plan (filed as Exhibit C to
registrant's proxy statement dated February 11, 1988 and
incorporated herein by reference)
(5) Opinion and consent of Miller, Canfield, Paddock and Stone,
P.L.C.*
(15) (not applicable)
(23)(a) Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(contained in Exhibit (5))
(23)(b) Consent of Plante & Moran, LLP*
(24) Powers of attorney (contained in the signature pages hereto)
(28) (not applicable)
(99) (not applicable)
*Filed herewith
-2-
<PAGE>
ITEM 9. UNDERTAKINGS.
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
to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information in this registration statement;
(iii) Include any additional or changed material
information on the plan of distribution;
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
into the registration statement.
(2) For determining liability under the Securities Act of
1933, to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of such
securities at that time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities registered hereunder that remain
unsold at the end of the offering.
-3-
<PAGE>
SIGNATURES
The Registrant. 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 Kalamazoo, State of Michigan, on May
25, 1995.
PRAB, INC.
By /s/ John J. Wallace
----------------------
John J. Wallace
Chairman of the Board
Each of the undersigned, in his capacity as a director or officer, or
both, as the case may be, of the registrant, does hereby appoint John J.
Wallace and Gary A. Herder and each of them severally, his true and lawful
attorney to execute in his name, place and stead, in his capacity as a
director or officer, or both, as the case may be, of the registrant, any and
all amendments to this Registration Statement and post-effective amendments
thereto and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name
and on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises as fully, and for
all intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John J. Wallace Chairman of the May 1, 1995
---------------------------- Board and Director
John J. Wallace
/s/ Gary A. Herder President, Principal May 1, 1995
---------------------------- Executive Officer,
Gary A. Herder Principal Financial
Officer, and Director
/s/ Eric V. Brown, Sr. Secretary and Director May 22, 1995
----------------------------
Eric V. Brown, Sr.
/s/ Robert J. Hamman Director May 7, 1995
----------------------------
Robert J. Hamman
/s/ James H. Haas Director May 3, 1995
----------------------------
James H. Haas
/s/ Robert J. Skandalaris Director May 2, 1995
---------------------------
Robert J. Skandalaris
/s/ Robert W. Klinge Controller (Principal May 1, 1995
---------------------------- Accountant)
Robert W. Klinge
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibits Filed Herewith
-----------------------
(5) -- Opinion and consent of Miller, Canfield, Paddock and Stone,
P.L.C.
(23)(a) -- Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(contained in Exhibit (5))
(23)(b) -- Consent of Plante & Moran, LLP
(24) -- Powers of attorney (contained in the signature pages hereto)
Exhibits Incorporated by Reference
----------------------------------
(4) -- Prab, Inc. 1988 Stock Option Plan (filed as Exhibit C to
registrant's proxy statement dated February 11, 1988)
Exhibit (5)
LAW OFFICES OF
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
A PROFESSIONAL LIMITED LIABILITY COMPANY
150 WEST JEFFERSON, SUITE 2500
DETROIT, MICHIGAN 48226
------------
TELEPHONE (313) 963-6420
TWX 810-221-5007 MILLCNFLD DET
FAX (313) 496-7500
SIDNEY T. MILLER (1864-1940) ANN ARBOR, MICHIGAN
GEORGE L. CANFIELD (1866-1928) BLOOMFIELD HILLS, MICHIGAN
LEWIS H. PADDOCK (1866-1935) DETROIT, MICHIGAN
FERRIS D. STONE (1882-1945) GRAND RAPIDS, MICHIGAN
KALAMAZOO, MICHIGAN
LANSING, MICHIGAN
MONROE, MICHIGAN
WASHINGTON, D.C.
AFFILIATED OFFICES:
PENSACOLA, FLORIDA
ST. PETERSBURG, FLORIDA
GDANSK, POLAND
WARSAW, POLAND
May 25, 1995
Prab, Inc.
5944 East Kilgore Road
P.O. Box 2121
Kalamazoo, Michigan 49003
Gentlemen:
With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission by Prab, Inc., a Michigan corporation (the "Company"), for the
purpose of registering under the Securities Act of 1933, as amended, 200,000
shares of the common stock, $.10 par value, of the Company (the "Registered
Shares") that may be acquired under and pursuant to the 1988 Prab, Inc.
Stock Option Plan (the "Plan") by Plan participants, we, as your counsel,
have examined such certificates, instruments, and documents and have
reviewed such questions of law as we have considered necessary or appropriate
for the purposes of this opinion, and, on the basis of such examination and
review, we advise you that, in our opinion:
1. The Registered Shares have been validly authorized.
2. When the Registration Statement has become effective and any newly
issued Registered Shares have been sold in accordance with the Plan and paid
for, said newly issued Registered Shares will be validly issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
/s/ MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
Exhibit (23)(b)
PLANTE & MORAN, LLP______________________________ Certified Public Accountants
Suite 700 Management Consultants
107 West Michigan Avenue 616-385-1858
Kalamazoo, Michigan 49007-3940 FAX 616-385-2936
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to the issuance of 200,000 shares of common stock of Prab, Inc. on
Form S-8 of our report dated December 9, 1994, appearing in the annual report
on Form 10-KSB of Prab, Inc. for the year ended October 31, 1994.
/s/ Plante & Moran LLP
Kalamazoo, Michigan
May 1, 1995
_______________________________________________________
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