SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SSI CAPITAL CORP.
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(Exact name of registrant as specified in its charter)
New York 14-1623047
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2901 South Tejon Street, Englewood, Colorado 80110
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(Address of principal executive offices) (Zip Code)
1997 Stock Plan
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(Full title of the plan)
Corporation Service Company, 80 State Street, Sixth Floor
Albany, New York 12207
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(Name and address of agent for service)
(800)423-7398
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(Telephone number, including area code, of agent for service)
COPY TO:
Douglas B. Koff, Esq.
Waldbaum, Corn, Koff, Berger & Cohen, P.C.
303 East Seventeenth Avenue, Suite 940
Denver, Colorado 80203
Telephone: (303)861-1166
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price aggregate offering registration fee
per share (2) price
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 1,000,000 $0.50 $500,000 $151.52
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</TABLE>
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(1) Pursuant to Rule 416, the additional shares of Common Stock that may become
available for purchase in accordance with the provisions of the Plan in the
event of certain changes in the outstanding shares of Common Stock of the
Registrant, including, among other things, stock dividends, stock splits,
reverse stock splits, reorganizations and recapitalization, are also being
registered.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the fee
is based upon the exercise price of options presently outstanding under the
Plan.
564900DK.S8
June 30, 1997
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PART II
INFORMATION REQUIRED IN THE INFORMATION STATEMENT
Item No. 3. Incorporation of Documents by Reference.
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The following documents previously filed with the Securities and Exchange
Commission are incorporated herein by reference (the Company's SEC File No. is
000-12893):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997;
3. The Company's Current Report on Form 8-K dated May 1, 1997;
4. The Company's Current Report on Form 8-K dated May 29, 1997;
5. The description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed under the Securities Exchange
Act of 1934, as amended, dated September 24, 1984, as amended by
filing dated October 25, 1984, and as further amended by filing dated
June 27, 1997; and
6. Amendment Number 1 (filed June 30, 1997) to the Company's Current
Report on Form 8-K dated May 1, 1997.
All documents subsequently filed by the Company 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 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 of such documents.
Item No. 4. Description of Securities.
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Not applicable.
Item No. 5. Interests of Named Experts and Counsel.
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Not applicable.
Item No. 6. Indemnification of Directors and Officers.
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June 30, 1997
<PAGE>
The Company's Certificate of Incorporation limits the liability of
directors to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) imposed under the New York Business Corporation Act, or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Company's Certificate of Incorporation also provides that the Company
has the power to indemnify any director, officer, employee or agent of the
Company to the fullest extent permitted by law as well as to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company. The chief executive officer of the Company's
wholly owned subsidiary also has the right to be indemnified by the subsidiary
of the Company in accordance with the terms of his employment agreement with the
subsidiary.
Item No. 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item No. 8. Exhibits.
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4. Instruments Defining The Rights of Security Holders.
4.1 The Company's 1997 Stock Plan is incorporated herein by reference
from Exhibit E of the Company's Preliminary Information Statement
on Schedule 14C filed on July 1, 1997.
4.2 The Restated Certificate of Incorporation of the Company dated
June 7, 1994 is incorporated herein by reference from the
Company's Amendment to Form 8-A filed on June 27, 1997.
4.3 A Certificate of Amendment of the Certificate of Incorporation of
the Company dated June 7, 1994 is incorporated herein by
reference from the Company's Amendment to Form 8-A filed on June
27, 1997.
5. Opinion Re: Legality.
5.1 Opinion of Waldbaum, Corn, Koff, Berger & Cohen, P.C. Re:
Legality of the Securities covered by this Registration Statement
is filed herewith.
15. Letter Re: Unaudited Interim Financial Information.
Not applicable.
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<PAGE>
23. Consents of Experts and Counsel.
23.1 Consent of Waldbaum, Corn, Koff, Berger & Cohen, P.C. is
contained in their Opinion re: legality filed herewith.
23.2 Consent of Scott & Guilfoyle, Independent Certified Public
Accountants for the Company with respect to its report,
dated February 5, 1997 on the Company's financial statements
included in the Company's Form 10-K for the fiscal year
ended November 30, 1996, is filed herewith.
23.3 Consent of Schumacher and Associates, Inc., Independent
Certified Public Accountants for OraLabs, Inc., a wholly
owned subsidiary of the Company with respect to its report
dated October 4, 1996 on the financial statements for the
year ended December 31, 1995 of OraLabs, Inc., and its
report dated March 26, 1997 on the financial statements for
the year ended December 31, 1996 of OraLabs, Inc., all of
which were included in the Company's Amendment No. 1 (filed
June 30, 1997) to its Form 8-K dated May 1, 1997, is filed
herewith.
24. Power of Attorney.
None.
Item No. 9. Undertakings
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(a) Undertakings Relating to Rule 415 Offerings
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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
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June 30, 1997
<PAGE>
(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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 shalll be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Undertaking Relating to the Incorporation of Certain Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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) Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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June 30, 1997
<PAGE>
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 Denver, State of Colorado, on July 1, 1997.
SSI CAPITAL CORP., a New York corporation
By: /s/ Gary H. Schlatter
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July 1, 1997 Gary H. Schlatter, President
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Date
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.
Name Title Date
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/s/ Gary H. Schlatter Chief Executive Officer and Director July 1, 1997
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Gary H. Schlatter
/s/ Allen R. Goldstone Director July 1, 1997
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Allen R. Goldstone
/s/ Emile Jordan Chief Financial Officer July 1, 1997
- ------------------------ and Controller
Emile Jordan
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June 30, 1997
<PAGE>
INDEX TO EXHIBITS FILED HEREWITH
5. Opinion Re: Legality.
5.1 Opinion of Waldbaum, Corn, Koff, Berger & Cohen, P.C. Re:
Legality of the Securities covered by this Registration
Statement.
23. Consents of Experts and Counsel.
23.1 Consent of Waldbaum, Corn, Koff, Berger & Cohen, P.C. is
contained in their Opinion re: legality filed herewith.
23.2 Consent of Scott & Guilfoyle, Independent Certified Public
Accountants for the Company with respect to its report, dated
February 5, 1997 on the Company's financial statements included
in the Company's Form 10-K for the fiscal year ended November 30,
1996.
23.3 Consent of Schumacher and Associates, Inc., Independent Certified
Public Accountants for OraLabs, Inc., a wholly owned subsidiary
of the Company with respect to its report dated October 4, 1996
on the financial statements for the year ended December 31, 1995
of OraLabs, Inc., and its report dated March 26, 1997 on the
financial statements for the year ended December 31, 1996 of
OraLabs, Inc., all of which were included in the Company's
Amendment No. 1 (filed June 30, 1997) to its Form 8-K dated May
1, 1997.
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June 30, 1997
WALDBAUM, CORN, KOFF, BERGER & COHEN, P.C.
ATTORNEYS AT LAW
303 EAST SEVENTEENTH AVENUE TELEPHONE
SUITE 940 303/861-1166
DENVER, COLORADO 80203-1262
DOUGLAS B. KOFF FACSIMILE
303/861-0601
July 2, 1997
SSI Capital Corp.
2901 South Tejon Street
Englewood, Colorado 80110
Re: Registration Statement on Form S-8 Covering 1,000,000 Shares of Common
Stock Reserved for Issuance under the Company's 1997 Stock Plan
Gentlemen:
We have acted as counsel to SSI Capital Corp., a New York corporation (the
"Company"), in connection with a proposed offering by the Company of 1,000,000
shares of common stock, $0.001 par value (the "Common Stock"), reserved for
issuance under the Company's 1997 Stock Plan in accordance with the registration
provisions of the Securities Act of 1933, as amended.
In such capacity, we have examined, among other documents, the Registration
Statement on Form S-8 expected to be filed by the Company with the Securities
and Exchange Commission on or about July 2, 1997 (as the same may be amended
from time to time, the "Registration Statement", covering the offering of the
Common Stock).
Based on the foregoing and on such further examination as we have deemed
relevant and necessary, we are of the opinion that: (i) the Company is a
corporation duly organized and validly existing in good standing under the laws
of the State of New York; and (ii) the Common Stock has been legally and validly
authorized under the Certificate of Incorporation of the Company, as amended and
on receipt of the consideration required by, and when issued in accordance with
the descriptions set forth in the Registration Statement, and when approval of
the option grants is obtained from the shareholders of the Company in accordance
with the provisions of New York law, the Common Stock will constitute duly and
validly issued, outstanding, and fully paid and non-assessable securities of the
Company.
We hereby consent to the use of our name and to the references to our firm
in the Prospectus forming a part of the Registration Statement, and to the
filing of this opinion as Exhibit No. 5 thereto.
Very truly yours,
/S/ WALDBAUM, CORN, KOFF, BERGER
& COHEN, P.C.
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Waldbaum, Corn, Koff, Berger
& Cohen, P.C.
5649\564903DK.LO
June 30, 1997
SCOTT & GUILFOYLE
Certified Public Accountants
5 DaKota Drive - Suite 206
Lake Success, New York 11042
Paul J. Scott, C.P.A. (516) 775-9600
Richard T. Guilfoyle, C.P.A. FAX (516) 328-6638
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the SSI Capital Corp. 1997 Stock Plan and in the
related Prospectus, of our report, dated February 5, 1997 on the financial
statements of SSI Capital Corp., included in the Form 10-K for the fiscal year
ended November 30, 1996.
Very truly yours,
/s/ SCOTT & GUILFOYLE
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Lake Success, New York
June 23, 1997
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the SSI Capital Corp. 1997 Stock Plan and in the
related Prospectus, of our report, dated March 26, 1997 on the financial
statements for the year ended December 31, 1996, and our report, dated October
4, 1996, of OraLabs, Inc., a wholly owned subsidiary of SSI Capital Corp.,
included in the amendment (filed June 30, 1997) to the Form 8-K of SSI Capital
Corp., dated May 1, 1997 and filed on May 14, 1997.
Very truly yours
/s/ SCHUMACHER & ASSOCIATES, INC.
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Schumacher & Associates, Inc.
Certified Public Accountants
12835 E. Arapahoe Road
Tower II, Suite 110
Englewood, Co 80112
Denver, Colorado
June 30, 1997
