<PAGE>
As filed with the Securities and Exchange Commission on August 13, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------
CADE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1371038
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2365 Woodlake Drive, Suite 120, Okemos, Michigan 48864
(Address of Principal Executive Offices) (Zip Code)
---------
Cade Industries, Inc. 1998 Omnibus Incentive Stock Plan
Cade Industries, Inc. 1997 Incentive Plan
Cade Industries, Inc. 1996 Incentive Plan
Cade Industries, Inc. 1997 Nonstatutory Stock Option Grant for the benefit of
John Sandford
(Full title of the plans)
---------
Richard A. Lund Copy to:
President Conrad G. Goodkind, Esq.
2365 Woodlake Drive, Suite 120 QUARLES & BRADY
Okemos, Michigan 48864 411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
---------
(517) 347-1333
(Telephone number, including area code, of agent for service)
---------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed
Proposed maximum
Title of securities to be registered(3) Amount to be maximum offering aggregate Amount of
registered(1) price per share offering price(2) registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 2,177,901 (2) $5,611,633 $1,655
============================================================================================================================
</TABLE>
(1) Includes 100,000 shares being registered for issuance pursuant to the
exercise of options to be granted under the 1997 Nonstatutory Stock Option
Grant, 35,107 shares already issued under the 1996 Incentive Plans being
registered for resale by means of the Reoffer Prospectus filed herewith, 42,794
shares being registered for issuance pursuant to the 1997 Incentive Plans being
registered for resale by means of the Reoffer Prospectus filed herewith, and
2,000,000 shares registered for issuance pursuant to the Cade Industries, Inc.
1998 Omnibus Incentive Stock Plan. The Reoffer Prospectus was prepared in
accordance with the requirements of Part I of Form S-3.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h), based upon (i) the aggregate exercise price for the
100,000 shares underlying the 1997 Nonstatutory Stock Option Grant at $1.375 per
share, and (ii) $1.31 per share, which is the per share offering price of the
35,107 shares to be issued under the 1997 Incentive Plan, and (iii) $1.125 per
share for the 42,794 shares issued under the 1996 Incentive Plan, and (iv) $2.69
per share for the 2,000,000 shares to be issued pursuant to the Cade Industries,
Inc. 1998 Omnibus Incentive Stock Plan which is the average of the high and low
sales prices of the Registrant's Common Stock on the Nasdaq National Market on
August 11, 1998, as reported in the Wall Street Journal.
(3) The above securities provide for the possible adjustment of the
number, price and kind of shares covered by options granted or to be granted in
the event of certain capital or other changes affecting the issuer's Common
Stock. This Registration Statement therefore covers, in addition to the above-
stated shares, an indeterminate number of shares that may become subject to the
Plan by reason of any such adjustment.
================================================================================
<PAGE>
REOFFER
PROSPECTUS
CADE INDUSTRIES, INC.
Common Stock
($.001 Par Value)
77,901 Shares
This Prospectus relates to the reoffer of shares of the Common Stock of
Cade Industries, Inc. (the "Company") received by persons who may be deemed to
be affiliates of the Company as defined in Rule 405 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), and by persons who
have acquired shares of Common Stock which may be "restricted securities" as
defined in Rule 144(a)(3) promulgated under the Securities Act, whether or not
affiliates (collectively, the "Selling Stockholders"), pursuant to the Cade
Industries, Inc. 1996 and 1997 Incentive Plans (the "Incentive Plans"). All or a
portion of the shares covered by this Prospectus may be offered for sale, from
time to time, by or for the accounts of Selling Stockholders, on the Nasdaq
Stock Market or otherwise, at prices and terms then obtainable. As of July 27,
1998, the Common Stock was last quoted on Nasdaq/NMS at $3-3/32. The Company
will not receive any of the proceeds from the sale of the shares sold by or for
the accounts of the Selling Stockholders. All expenses of registration incurred
in connection with this offering are being borne by the Company, but all selling
and other expenses incurred by individual Selling Stockholders will be borne by
such Selling Stockholders. See "Plan of Distribution".
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
________________________
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus is not an offer to
sell, or a solicitation of an offer to buy, in any state in which it is unlawful
to make such an offer or solicitation.
The date of this Prospectus is August 12, 1998
<PAGE>
TABLE OF CONTENTS
Available Information............................ 1
Incorporation of Certain Documents by Reference.. 1
The Company...................................... 2
Use of Proceeds.................................. 4
Selling Stockholders............................. 4
Plan of Distribution............................. 5
Indemnification.................................. 5
Interest of Named Experts and Counsel............ 6
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy or other information statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, statements
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048; copies of such material may also
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Additionally,
the Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission; the address of such site is http://www.sec.gov. This Prospectus
omits certain information contained in the registration statement on Form S-8
(the "Registration Statement") which the Company has filed with the Commission
under the Securities Act and to which reference is hereby made for further
information with respect to the Company and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this Prospectus:
(i) the Company's annual report on Form 10-K for the fiscal year ended December
31, 1997, containing audited financial statements of the Company for the fiscal
year ended December 31, 1997; (ii) the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1998 and June 30, 1998, respectively;
and (iii) Item 1 of the Company's Registration Statement on Form 8-A dated June
11, 1984 filed pursuant to Section 12(g) of the 1934 Act, as amended by Form 8
dated November 15, 1990, relating to the description of the Company's
securities.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person (including any
beneficial owner) to whom this Prospectus is delivered, upon the oral or written
request of such person, a copy of any and all of the documents which are
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference into the text of such document).
Requests should be directed to the Company's principal executive offices as
follows: Sheryl A. Mull, Shareholder Relations; Cade Industries, Inc., 2365
Woodlake Drive, Suite 120, Okemos, Michigan 48864; telephone (517) 347-1333.
1
<PAGE>
THE COMPANY
General
Cade Industries, Inc. (the "Company" or "Cade") conducts its operations
primarily through four operating subsidiaries, Auto-Air Composites, Inc. ("Auto-
Air"), Cade Composites, Inc. ("CCI"), H.A.C. Corporation ("HAC") and Central
Engineering Company ("CENCO").
Cade was incorporated in 1981 and initially was engaged in precision
machining of cast parts for the aircraft industry through its former Precision
Machining Division located in Marinette, Wisconsin, which was sold in June 1989.
The Company acquired Auto-Air in 1984 and acquired the business that now is
conducted by CCI in 1988. On November 30, 1994, the Company acquired Pollux
Corporation which, through its wholly-owned HAC subsidiary, manufactures and
overhauls bonded structures and composite parts for military and commercial
aircraft. On October 31, 1997, the Company acquired CENCO and its subsidiaries
which manufacture engine test facilities and associated ground support
equipment. The Company has included the operations of CENCO in its consolidated
financial statements since October 31, 1997.
Products
Cade engages worldwide in the design, manufacture and repair and overhaul
of high technology composite components and engine test facilities for the
aerospace, air transport, and specialty industries. The Company is a global
leader in the manufacture of jet engine test facilities and related ground
support equipment. Composite materials are physical combinations of two or more
constituents. One of the materials, typically a fiber or particle such as epoxy
glass, graphite, polyamide glass or epoxy kevlar, is placed or dispersed within
the other constituent, called the matrix. The composite material formed by the
combination of constituents must have attributes which are superior to either
one of the constituent materials. Composite materials may be classified as
structural or non-structural, depending upon their application. These materials
are molded and cured at high temperatures under pressure or vacuum. The high
strength and low weight of composite materials makes them especially well suited
for aerospace and other complex applications where weight is a critical factor.
Cade's primary products include molded and bonded composite jet engine
components consisting of engine inlets, acoustical liners, fairings, auxiliary
power unit enclosures and engine cases ("Gas Turbine Products"); metal
fabricated and bonded composite airframe components consisting of various
control surface products, access doors, wing tips and interior structures
("Airframe Products"); the repair and overhaul of commercial and military
airframe components, commercial gas turbine engine components and flight nacelle
structures ("Repair and Overhaul Services"); and test nacelle, engine test
facilities, data acquisition systems, and related equipment used in the ground
testing and overhaul of commercial jet engines and related ground support
equipment ("Test Equipment"). These products are sold worldwide through the
Company's internal sales force and independent sales representatives to major
engine equipment manufacturers, airlines and overhaul facilities. For 1997, 1996
and 1995, sales of Gas Turbine Products, Airframe Products, Repair and Overhaul
Services and Test Equipment as a percentage of total sales were as follows:
<TABLE>
<CAPTION>
Percentage of Total Net Sales
-----------------------------
Year Ended December 31,
-----------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Gas Turbine Products 32.1% 29.4% 25.7%
Airframe Products 21.8% 20.9% 24.8%
Repair and Overhaul Services 22.3% 27.2% 24.2%
Test Equipment 23.7% 19.2% 20.7%
---- ---- ----
Total 99.9% 96.7% 95.4%
==== ==== ====
</TABLE>
2
<PAGE>
Through Auto-Air and HAC, Cade operates repair stations under Federal
Aviation Administration ("FAA") licenses. The repair stations are authorized to
repair and overhaul certain gas turbine engine products and other components,
sheet metal and composite flight control surfaces, skin panels, bonded honeycomb
panels, cargo doors and engine cowls. In addition to FAA certification, Auto-Air
and HAC have also been certified by the European Joint Airworthiness Authority
("JAA") to repair specific aircraft parts on certain types of aircraft subject
to JAA jurisdiction. Although some nations require approval from their own
aviation authorities before Auto-Air and HAC are authorized to repair parts on
aircraft subject to their jurisdiction, FAA and JAA certification enable Auto-
Air and HAC to repair parts on aircraft subject to the jurisdiction of most
foreign countries. Auto-Air and HAC have also received repair approval from the
Civil Aviation Authority of China. Auto-Air has recently been certified as
meeting ISO 9000 quality standards.
Raw Materials
The principal raw materials used in Cade's manufacturing processes consist
of epoxy glass, polyamide glass, epoxy kevlar, graphite BMI and aluminum
honeycomb. Although none of these materials currently is in short supply, the
Company continues to experience increased order lead times in certain cases,
which management attributes primarily to the increased overall demand for such
material. These raw materials are purchased from multiple suppliers located in
the United States and, in many cases, under long-term contracts. Alternative
international sources are also available, but currently are not generally used
as sources. Certain customers require that purchases be made from one or more
approved suppliers or that the Company certify the material specifications in
its in-house laboratories. Cade has never experienced a shortage of raw
materials as a result of such supplier or material specifications restrictions.
Patents and Trademarks
Cade currently holds no material patents or registered trademarks, trade
names or similar intellectual property, although the Company has received
certain patents in the area of high temperature composites applications and
anticipates seeking patent protection in the future as appropriate to preserve
proprietary developments. The Company believes that the nature of its business
presently does not require the development of patentable products or registered
trade names or trademarks to maintain or increase market position.
Marketing and Competition
The Company's products are marketed primarily through its internal sales
force and independent sales representatives. The majority of Cade's sales are
made through individual purchase orders, as well as long-term agreements, which
are cancelable by customers, subject to cancellation charges to cover certain
manufacturing costs and related expenses. In addition, approximately 14% of
Cade's total net sales, directly and indirectly, during fiscal 1997 was
attributable to government contracts which are subject to termination or
renegotiation at the option of the U.S. Government. Historically, terminations
and renegotiations of government contracts have not materially impacted the
Company's earnings.
During the fiscal years ended December 31, 1997, 1996 and 1995, sales to
the Pratt & Whitney unit of United Technologies Corporation ("Pratt & Whitney")
accounted for approximately 25%, 25% and 20% of total net sales, respectively,
and sales to Boeing/McDonnell Douglas accounted for approximately 11%, 6%, and
5% of total sales, respectively. For the fiscal years ended December 31, 1997,
1996 and 1995, the Company's export sales as a percentage of total net sales
were 22%, 17% and 23%, respectively.
Cade competes in its manufacturing operations primarily on the basis of its
design capability, precise quality standards, prompt delivery and price.
Management believes that certain of the Company's competitors have adequate
expertise in the use of composites to meet customers' quality standards and, as
to such competitors, Cade competes primarily on the basis of quality, innovative
design, cost effectiveness, and delivery. Some of the Company's manufacturing
competitors, including customer-affiliated manufacturing units, are larger and
have substantially greater resources than Cade. Efforts by the industry's
original equipment manufacturers ("OEMs") to reduce the number of their
suppliers have led to a consolidation among suppliers. The Company believes that
it will benefit from the consolidation and from increased OEM outsourcing.
3
<PAGE>
Cade believes its Auto-Air subsidiary is one of only two manufacturers
licensed by engine manufacturers to design and build test nacelle and related
ground support equipment for large commercial jet engines and that its CENCO
subsidiary is the only manufacturer licensed by engine manufacturers to build
complete turnkey facilities for the testing and certification of gas turbine
engines and one of three manufacturers for data acquisition systems. In
addition, Cade believes it is one of only a limited number of suppliers for
certain composite jet engine and air frame components whose manufacturing
processes have been approved by the relevant engine manufacturer or other prime
contractor. Such approval certifies that the Company has been audited by the
prime contractor and meets or exceeds such contractor's process, quality control
and material specifications.
Cade competes in its repair and overhaul operations primarily on the basis
of its expertise and ability to provide short turn times within the industry's
stringent quality specifications and customers' pricing requirements. The
Company's competitors for repair and overhaul services include substantially all
commercial airlines and many large and small independent suppliers, many of
which are larger and have substantially greater resources than Cade. The market
for composite engine and airframe component overhaul and repair is fragmented
with many small participants and several large, independent participants, with
the major domestic competitors being the NORDAM Group, Aerocell Structures,
Inc., Pemco Nacelle Services, Inc. and Aviation Equipment, Inc.
Employees
Cade has approximately 600 employees, of which 55 are employed in design
and design-related services; 380 are employed in manufacturing, repair and
quality control; and 165 are employed in administration (management, sales and
clerical). Approximately 21% of these employees are represented by a union.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares by or for
the account of the Selling Stockholders. Any such proceeds will inure to the
benefit of the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information known to the Company
regarding employees of the Company who may from time to time severally sell
shares hereunder which were acquired pursuant to either Incentive Plan,
including (i) the amount of outstanding shares of Common Stock owned by each
through both Plans or otherwise as of July 1, 1998 (including securities which
may be acquired by options currently exercisable or exercisable within 60 days);
(ii) the number of shares acquired pursuant to the Incentive Plan registered for
potential resale hereunder, and (iii) the number of shares each would have owned
as of July 1, 1998 if all shares registered for resale hereunder were sold.
4
<PAGE>
<TABLE>
<CAPTION>
Shares
Shares Shares Benefically
Beneficially Owned Registered for Owned If
as of July 1, 1998 Potential All Shares
---------------------- Resale Registered
Name Positions Held with the Company Number Percent Hereunder Were Sold Percent
---- ------------------------------- ------------ ------- -------------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
John W. Sandford Chairman of the Board and Former Chief 172,444 * 2,444 170,000 *
Executive Officer
Richard A. Lund President and Chief Executive Officer; 300,131 1.3% 21,131 279,000 1.2%
Member of the Strategic Planning Committee;
Chief Executive Officer of Auto-Air
(subsidiary of the Company)
Edward B. Stephens Vice President, Treasurer, Assistant 158,228 * 16,128 142,100 *
Secretary and Chief Financial Officer;
Member of the Strategic Planning Committee
Robert C. Spring President of Cade Composites, Inc. 57,939 * 13,812 44,127 *
(subsidiary of the Company)
John A. Haran President of HAC Corp. (subsidiary 281,228 * 16,447 264,781 *
of the Company)
John F. Scanlon President of Auto-Air, Inc. 179,275 * 7,939 171,33l *
(subsidiary of the Company) ------
77,901
======
*Less than 1%
</TABLE>
PLAN OF DISTRIBUTION
The Common Stock offered pursuant to this Prospectus may be sold from time
to time directly by the several Selling Stockholders or may be sold to or
through underwriters, dealers or agents, as long as the Registration Statement
remains effective. Such sales may be effectuated by the several Selling
Stockholders or for their account at any time or from time to time, so long as
the Registration Statement remains effective, in transactions that may take
place on the Nasdaq Stock Market (including brokers' transactions), in privately
negotiated transactions or through sales to one or more broker-dealers for
resale of such Common Stock as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage fees
or commissions will be paid by the Selling Stockholders in connection with such
sales. The Company will not pay for any expenses, fees, commissions or discounts
of underwriters, dealers or agents, which will be paid by the Selling
Stockholders. Such brokers or dealers and any other participating brokers or
dealers may be deemed "underwriters" within the meaning of the Securities Act in
connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
At the time of the filing of this Prospectus, the Company did not satisfy
the registrant requirements for use of Form S-3 under the Securities Act.
Therefore, the amount of securities to be reoffered or resold by means of this
Prospectus, by each person and any other person with whom he or she is acting in
concert for the purpose of selling securities of the Company, may not exceed,
during any three-month period, the amount specified in Rule 144(e).
INDEMNIFICATION
Cade is incorporated under the Wisconsin Business Corporation Law ("WBCL").
Under Section 180.0581(1) of the WBCL, Cade is required to indemnify a
director or officer, to the extent such person is successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if such person was a party because he or she was a director or
officer of Cade. In all other cases, Cade
5
<PAGE>
is required by Section 180.0581(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of Cade, unless it is determined that he or she
breached or failed to perform a duty owed to Cade and the breach or failure to
perform constitutes: (i) a willful failure to deal fairly with Cade or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858 provides that, subject to
certain limitations, the mandatory indemnification provisions do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under Cade's Articles of Incorporation, Bylaws, any written
agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0581 referred to above.
Article VIII of Cade's Bylaws provides that directors and officers shall be
indemnified against liability, in both derivative and nonderivative proceedings,
which they may incur in their capacities as such, subject to certain
determinations that the applicable standards of conduct have been met.
Under Section 180.0833 of the WBCL, directors of Cade against whom claims
are asserted with respect to the declaration of improper dividends or
distributions to shareholders or certain other improper acts which they approved
are entitled to contribution from other directors who approved such actions and
from shareholders who knowingly accepted an improper dividend or distribution,
as provided therein.
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 an issue.
INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the original issuance shares of Common Stock registered
hereunder was passed on for the registrant by Quarles & Brady, 411 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, counsel to the registrant. Conrad
G. Goodkind, a partner in Quarles & Brady, is a director and secretary of the
registrant. Certain Quarles & Brady attorneys participating in the
representation of the registrant own or have the right to acquire shares of the
registrant's Common Stock.
6
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Annual Report of Cade Industries, Inc. (the "Company" or "Cade")
on Form 10-K for the year ended December 31, 1997, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998 and June 30, 1998, filed pursuant to Section
13(a) of the 1934 Act;
(c) Item 1 of the Company's Registration Statement on Form 8-A dated June
11, 1984, filed pursuant to Section 12(g) of the 1934 Act, as amended
by Form 8 dated November 15, 1990, relating to the description of the
Company's securities.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
The legality of the original issuance shares of Common Stock registered
hereunder was passed on for the registrant by Quarles & Brady, 411 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, counsel to the registrant. Conrad
G. Goodkind, a partner in Quarles & Brady, is a director and secretary of the
registrant. Certain Quarles & Brady attorneys participating in the
representation of the registrant own or have the right to acquire shares of the
registrant's Common Stock.
Item 6. Indemnification of Officers and Directors.
- --------------------------------------------------
Cade is incorporated under the Wisconsin Business Corporation Law ("WBCL").
Under Section 180.0581(1) of the WBCL, Cade is required to indemnify a
director or officer, to the extent such person is successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in
7
<PAGE>
the proceeding if such person was a party because he or she was a director or
officer of Cade. In all other cases, Cade is required by Section 180.0581(2) to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was a director or officer of
Cade, unless it is determined that he or she breached or failed to perform a
duty owed to Cade and the breach or failure to perform constitutes: (i) a
willful failure to deal fairly with Cade or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or no reasonable cause to believe
his or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858 provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Cade's Articles of Incorporation, Bylaws, any written agreement or a
resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0581 referred to above.
Article VIII of Cade's Bylaws provides that directors and officers shall be
indemnified against liability, in both derivative and nonderivative proceedings,
which they may incur in their capacities as such, subject to certain
determinations that the applicable standards of conduct have been met.
Under Section 180.0833 of the WBCL, directors of Cade against whom claims
are asserted with respect to the declaration of improper dividends or
distributions to shareholders or certain other improper acts which they approved
are entitled to contribution from other directors who approved such actions and
from shareholders who knowingly accepted an improper dividend or distribution,
as provided therein.
Item 7. Exemption from the Registration Claimed.
- ------------------------------------------------
Shares of the Registrant's Common Stock to be reoffered and resold pursuant
to this Registration Statement were original issuance shares delivered to
officers of the Company who were participants in the Plans listed herein. The
issuance of such shares was exempt from registration pursuant to Regulation D
and Section 4(2) of the Securities Act of 1933, as amended.
Item 8. Exhibits.
- -----------------
See Exhibit Index following Signatures page in this Registration Statement,
which Exhibit Index is incorporated herein by reference.
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,
8
<PAGE>
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 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 the 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) 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.
(h) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
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 an issue.
9
<PAGE>
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 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 Township of Meridian, Ingham County, State of Michigan, on
August 12, 1998.
CADE INDUSTRIES, INC.
By /s/ Richard A. Lund
---------------------
Richard A. Lund
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Lund and Conrad G. Goodkind, or either
of them, his true and lawful attorneys-in-fact and agents, for him and in his
name, place and stead in any and all capacities, to sign any and all amendments
(including pre- and post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any state
of the United States, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, 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 may lawfully do or cause to be done by
virtue thereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Molly F. Cade Director August 12, 1998
- ------------------------ ---------------
Molly F. Cade
/s/ Conrad G. Goodkind Director August 12, 1998
- ------------------------ ---------------
Conrad G. Goodkind
/s/ William T. Gross Director August 12, 1998
- ------------------------ ---------------
William T. Gross
/s/ Richard A. Lund President, Chief August 12, 1998
- ------------------------ Executive Officer ---------------
Richard A. Lund and Director (principal
executive officer)
/s/ Joseph R. O'Gorman Director August 12, 1998
- ------------------------ ---------------
Joseph R. O'Gorman
/s/ Terrell L. Ruhlman Director August 12, 1998
- ------------------------ ---------------
Terrell L. Ruhlman
/s/ John W. Sandford Chairman of the Board August 12, 1998
- ------------------------ ---------------
John W. Sandford
/s/ Edward B. Stephens Vice President, Treasurer August 12, 1998
- ------------------------ and Chief Financial Officer ---------------
Edward B. Stephens (Principal Financial and
Accounting Officer)
</TABLE>
10
<PAGE>
CADE INDUSTRIES, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Filed
Number Description By Reference To Herewith
- ------- ----------- --------------- --------
<S> <C> <C> <C>
4.1 Articles of Incorporation, as amended Exhibit 4.1 to the Registrant's Form S-8
Registration Statement dated November 10,
1990, Registration No. 33-37911
4.2 Bylaws of the Registrant, as amended Exhibit 3.2 to Registrant's Annual Report
on Form 10-K for the year ended December
31, 1992
5.1 Opinion of Quarles & Brady X
23.1 Consent of Deloitte & Touche LLP X
23.3 Consent of Quarles & Brady Contained in
opinion filed
as Exhibit 5.1
24.1 Powers of Attorney Signatures
page to this
Registration
Statement
</TABLE>
11
<PAGE>
EXHIBIT 5.1
(Form S-8)
August 12, 1998
Cade Industries, Inc.
2365 Woodlake Drive, Suite 120
Okemos, Michigan 48864
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement
of Cade Industries, Inc. (the "Company") on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), with
respect to the proposed sale of up to 2,177,901 shares of Common Stock, $.001
par value, of the Company (the "Shares") pursuant to the Cade Industries, Inc.
1998 Omnibus Incentive Stock Plan, the Cade Industries, Inc. 1997 Incentive
Plan, the Cade Industries, Inc. 1996 Incentive Plan and the Cade Industries,
Inc. 1997 Nonstatutory Stock Option Grant (collectively, the "Plans"). We have
examined (i) the Registration Statement; (ii) the Company's Articles of
Incorporation and Bylaws; (iii) the minutes of corporate proceedings regarding
the issuance and sale of the Shares by the Company; and (iv) such other
documents and records as we have deemed necessary for purposes of rendering this
opinion.
For purposes of rendering this opinion, we have examined originals or
photocopies of the documents referred to above. In conducting such examination,
we have assumed the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.
Based upon the foregoing, it is our opinion that the Shares, when issued
and paid for as contemplated by the Registration Statement and the Plans, will
be validly issued, fully paid and non-assessable by the Company, subject to the
personal liability imposed on the shareholders by Section 180.0622(2) of the
Wisconsin Business Corporation Law, as judicially interpreted, for debts owing
to employees for services performed. Although Section 180.0622(2) of the
Wisconsin Business Corporation Law provides that such personal liability of
shareholders shall be limited "to an amount equal to the par value of shares
owned by them respectively, and to the consideration for which their shares
without par value was issued," the Wisconsin Supreme Court, by a split decision
without a written opinion, has affirmed a judgment holding shareholders of a
corporation liable under Section 180.40(6) (the predecessor to Section
180.0622(2)) for unpaid employee wages up to the
<PAGE>
Cade Industries, Inc.
August 12, 1998
Page 2
consideration paid for their par value shares rather than the shares' lower
stated par value. Local 257 of Hotel and Restaurant Employees and Bartenders
International Union v. Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d
284, 375 N.W.2d 664 (1985) (affirming the 1983 decision of the Circuit Court for
Dane County, Wisconsin in Case No. 82-CV-0023).
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Act, or that we come within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cade Industries, Inc. on Form S-8 of our reports dated February 10, 1998,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Cade Industries, Inc. and Subsidiaries for the year ended December 31, 1997.
Deloitte & Touche LLP
Lansing, Michigan
August 10, 1998
