SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Top Air Manufacturing, Inc.
(Exact name of registrant as specified in its charter)
IOWA 42-1155462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
317 Savannah Park Road
Cedar Falls, Iowa 50613
(Address of Principal Executive Offices) (Zip Code)
Top Air Manufacturing, Inc. Stock Option Plan
(Full title of the Plan)
Steven R. Lind
President and Chief Executive Officer
Top Air Manufacturing, Inc.
317 Savannah Park Road
Cedar Falls, Iowa 50613
(Name and address of agent for service)
(319) 268-0473
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate amount of
to be to be price offering registra-
registered registered(1) per share(2) price tion fee
- ---------- ---------- --------- ----------- --------
Common Stock 175,000 $1.59 $278,250 $84.32
no par value
(1) Represents maximum number of new shares available for issuance under the
Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 and is based upon the average of the high and
low prices per share of the Registrant's Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System
(Small-Cap Market) on March 24, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Instruction E to this Form S-8, the contents of the
previous registration statement on Form S-8 relating to the Top Air
Manufacturing, Inc., Stock Option Plan (File #33-74378) are
incorporated herein by this reference.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement
or incorporated by reference herein.
Exhibit
Number Description
4.1 Top Air Manufacturing, Inc., Stock Option Plan, effective
November 6, 1992 (incorporated herein by reference to Form
S-8 dated January 24, 1994 -- File No. 33-74378).
4.2 Amendment to Stock Option Plan dated October 1, 1995.
4.3 Amendment No. 2 to Stock Option Plan dated March 4, 1997.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of McGladrey & Pullen, Independent Accountants.
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in
Exhibit 5.1).
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 this
registration statement (or the most recent
post-effective amendment hereof) which, individually
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or in the aggregate, represent a fundamental change in
the information set forth in this registration
statement statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 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) 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 this
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)-(g) Not Applicable.
(h) 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
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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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(i) Not Applicable.
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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 Cedar Falls, State of Iowa, on March 26, 1997.
TOP AIR MANUFACTURING, INC.
By: /s/ Steven R. Lind
--------------------------
Steven R. Lind
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Top Air Manufacturing,
Inc., hereby severally and individually constitute and appoint Steven R. Lind
and Robert H. Wexler and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.
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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Name Title Date
---- ----- ----
/s/ Steven R. Lind President and Chief March 21, 1997
Steven R. Lind Executive Officer
and Director
/s/ Thaddeus P. Vannice Principal Financial March 24, 1997
Thaddeus P. Vannice Officer and Director
/s/ Wayne C. Dudley Director March 26, 1997
Wayne C. Dudley
/s/ Dennis Dudley Director March 21, 1997
Dennis Dudley
/s/ Frankline A. Jacobs Director March 24, 1997
Franklin A. Jacobs
/s/ S. Lee Kling Director March 24, 1997
S. Lee Kling
/s/ Robert J. Freeman Director March 24, 1997
Robert J. Freeman
/s/ Sanford W. Weiss Director March 24, 1997
Sanford W. Weiss
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FORM S-8
TOP AIR MANUFACTURING, INC.
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
4.1 Top Air Manufacturing, Inc. Stock Option Plan
(incorporated herein by reference to
Registration Statement on Form S-8 filed
January 24, 1994)..........................................
4.2 Amendment to Stock Option Plan dated
October 1, 1995)...........................................
4.3 Amendment No. 2 to Stock Option Plan dated
March 4, 1997..............................................
5.1 Opinion of Gallop, Johnson & Neuman, L.C...................
23.1 Consent of McGladrey & Pullen, Independent
Accountants................................................
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1)..................................
24 Power of Attorney (included on signature
page of the registration statement)........................
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AMENDMENT TO
TOP AIR MANUFACTURING, INC.
STOCK OPTION PLAN
WHEREAS, Top Air Manufacturing, Inc. ("Company") as heretofore adopted
the Top Air Manufacturing, Inc.'s Stock Option Plan (the "Plan") effective
November 6, 1992; and
WHEREAS, Article VIII of the Plan permits the amendment thereof by the
Board of Directors of the Company (the "Board"); and
WHEREAS, the Board has this date authorized the amendment to Section G
of Article IV of the Plan to permit the exercise of options granted thereunder
following the termination of the optionee's employment or service as a director,
as the case may be, for reasons other than the "retirement" (as defined in the
Plan), permanent disability or death of the optionee, for a period of three
months following such termination.
NOW, THEREFORE, the Plan is hereby amended by deleting the first
paragraph of Section G of Article IV of the Plan and substituting the following
in lieu thereof:
"G. Termination of Employment or Cessation of Service as a
Director. In the event an individual's employment with the Company or
term of service as a director shall terminate for reasons other than:
(i) retirement in accordance with the terms of a retirement plan of the
Company ("retirement"); (ii) permanent disability (as defined in
Section 22(e)(3) of the Code); or (iii) death, the individual's Options
shall terminate three months from the date on which such termination
occurs, and shall not be exercisable to any extent as of and after such
time."
This Amendment shall be effective as of October 1, 1995 with respect to
all options granted under the Plan from and after such date.
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IN WITNESS WHEREOF, the Company has caused the Amendment to be executed
this 1st day of October, 1995.
TOP AIR MANUFACTURING, INC.
By: /s/ Steven R. Lind
Title: President
2
AMENDMENT NUMBER 2 TO
TOP AIR MANUFACTURING, INC.
STOCK OPTION PLAN
WHEREAS, Top Air Manufacturing, Inc. ("Company") has heretofore adopted
the Top Air Manufacturing, Inc. Stock Option Plan (the "Plan") effective
November 6, 1992; and
WHEREAS, Article VIII of the Plan permits the amendment thereof by the
Board of Directors of the Company (the "Board"); and
WHEREAS, effective October 1, 1995, the Board authorized and the
Company adopted an Amendment to the Plan; and
WHEREAS, the Board has this date authorized a further amendment to the
Plan to increase the aggregate number of shares of stock which may be issued
under the Plan;
NOW, THEREFORE, the Plan is hereby amended by deleting the first
sentence of Article III of the Plan and substituting the following in lieu
thereof:
"The aggregate number of shares of stock which may be
issued under the Plan shall not exceed four hundred twenty-
five thousand (425,000)."
This Amendment shall be effective as of the date hereof with respect to
all options granted under the Plan.
IN WITNESS WHEREOF, the Company has caused the Amendment to be executed
this 4th day of March, 1997.
TOP AIR MANUFACTURING, INC.
By: /s/ Steven R. Lind
Title: President
GALLOP, JOHNSON & NEUMAN, L.C.
Interco Corporate Tower
101 S. Hanley
St. Louis, MO 63105
March 26, 1997
Board of Directors
Top Air Manufacturing, Inc.
317 Savannah Park Road
Cedar Falls, Iowa 50613
Re: Registration Statement on Form S-8; Amendment No. 2 to Top Air
Manufacturing, Inc. Stock Option Plan
Ladies and Gentlemen:
We have served as counsel to Top Air Manufacturing, Inc. (the
"Company") in connection with the various legal matters relating to the filing
of a registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, relating to 175,000 shares of common stock of the Company, no par
value (the "Shares"), reserved for issuance in accordance with the Top Air
Manufacturing, Inc. Stock Option Plan (the "Plan").
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Articles of Incorporation, and Bylaws, certain resolutions adopted by the Board
of Directors of the Company relating to the Plan and certificates received from
state officials and from officers of the Company. In delivering this opinion, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
correctness of all statements submitted to us by officers of the Company.
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Iowa.
2. The Shares being offered by the Company, if issued in
accordance with the Plan, will be validly issued and
outstanding and will be fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
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Board of Directors
Top Air Manufacturing, Inc.
March 26, 1997
Page 2
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of the Shares
pursuant to the Plan.
Very truly yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference into the registration statement of
Top Air Manufacturing, Inc. on Form S-8 (filed March 27, 1997) of our report
dated July 19, 1996 with respect to the financial statements of Top Air
Manufacturing, Inc. included in its Annual Report on Form 10-KSB for the fiscal
year ended May 31, 1996.
/s/ McGladrey & Pullen, LLP
March 27, 1997
