As filed with the Securities and Exchange Commission on March 20, 1998.
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALLIED RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2281015
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
8000 Towers Crescent Drive, Suite 750, Vienna, Virginia 22182
(Address of Principal Executive Offices) (Zip Code)
ALLIED RESEARCH CORPORATION
1997 INCENTIVE STOCK PLAN
(Full title of the plan)
Name, address and telephone Please send copies
number of agent for service: of all communications to:
J. R. Sculley James E. Baker, Jr., Esq.
President Baxter, Baker, Sidle & Conn, P.A.
Allied Research Corporation 120 E. Baltimore Street, Suite 2100
8000 Towers Crescent Drive Baltimore, Maryland 21202-1643
Suite 750 (410) 385-8122
Vienna, Virginia 22182
(703) 847-5268
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
- ---------- ---------- -------------- --------- -------
Common Stock, 225,000 $11.125 $2,503,125 $738.42
par value shares
$.10 per share
(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457 and based on a price of $11.125 per share, the average of
the high and low prices of the Common Stock of registrant on March 16, 1998, as
reported by the American Stock Exchange.
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference
in this Registration Statement and made a part hereof:
(1) The Company's annual report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934.
(2) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (1) above.
(3) The description of the Company's common stock contained in
the registration statement filed by the Company under the Securities Exchange
Act of 1934.
(4) 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 a part hereof from the date of filing of such
documents.
2
<PAGE>
Item 4. Description of Securities
The Common Stock to be offered has been registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Company's charter and by-laws provide that each director
and each officer of the Company shall be indemnified by the Company to the
fullest extent permitted by applicable law against all liability and loss
suffered and expenses reasonably incurred by such person in connection with the
defense of any action, suit or proceeding (including any appeal therein) in
which they or any of them are made parties or a party by reason of being or
having been directors or officers.
Under the laws of the State of Delaware a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than action by or in
right of the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving another
corporation at the request of the corporation, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement, actually and
reasonably incurred by him if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
nolo contendere plea, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was lawful. Indemnification of expenses (including attorneys' fees) is
allowed in derivative actions except no indemnification is permitted in respect
of any claim, issue or matter as to which any such person has been adjudged to
be liable unless the trial court decides that indemnification is proper. To the
extent any such person succeeds on the merits or otherwise, he shall be
indemnified against expenses (including attorneys' fees). A determination that
the person to be indemnified met the
3
<PAGE>
applicable standard of conduct is made by the board of directors by majority
vote of a quorum consisting of directors not a party to such action, suit or
proceeding or, if a quorum is not obtainable or a disinterested quorum so
directs, by independent legal counsel or by the stockholders. Expenses,
including attorneys' fees, may be paid in advance upon receipt of undertakings
to repay by the director or officer if it is ultimately determined that he is
not entitled to be indemnified by the corporation. The right of indemnification
and advancement of expenses continues as to any person who has ceased to be a
director, officer or agent unless otherwise provided in the authorization.
Item 7. Exemption from Registration Claimed
Affiliates of the Company may not use this Registration
Statement for reoffers or resales of shares of Common Stock acquired under the
plan. Such affiliates may offer or resell their shares of Common Stock only in
compliance with Rule 144 of the Securities Act of 1933 (the "1933 Act"),
pursuant to a separate prospectus or pursuant to an exemption from registration
under the 1933 Act.
Item 8. Exhibits
Exhibit No. Description of Exhibits
- ----------- -----------------------
4 Allied Research Corporation 1997 Incentive Stock Plan
5 Opinion of Baxter, Baker, Sidle & Conn, P.A.
23.1 Consent of Baxter, Baker, Sidle & Conn, P.A. (contained in
Exhibit 5)
23.2 Consent of Independent Certified Public Accoutants
The Allied Research Corporation 1997 Incentive Stock Plan is
not subject to compliance with ERISA.
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 include
any material
4
<PAGE>
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.
(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.
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 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant
5
<PAGE>
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 Baltimore, State of Maryland, on March 20, 1998.
ALLIED RESEARCH CORPORATION
By: /s/ J. R. Sculley
-------------------------------
J. R. Sculley, President, Chief
Financial Officer and Director
By: /s/ Karen M. Bauer
-------------------------------
Karen M. Bauer,
Principal Accounting Officer
6
<PAGE>
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.
Signature Title Date
- --------- ----- ----
/s/ Harry H. Warner Director March 13, 1998
- -------------------------
Harry H. Warner
/s/ Robert W. Hebel Director March 13, 1998
- -------------------------
Robert W. Hebel
/s/ Earl P. Smith Director March 13, 1998
- -------------------------
Earl P. Smith
/s/ Clifford C. Christ Director March 13, 1998
- -------------------------
Clifford C. Christ
7
EXHIBIT 5
Baxter, Baker, Sidle & Conn, P.A.
Attorneys at Law
120 E. Baltimore Street, Suite 2100
Baltimore, Maryland 21202-1643
James E. Baker, Jr. Telephone (410) 230-3800
Direct Line (410) 385-8122 Facsimile (410) 230-3801
e-mail: [email protected]
March 13, 1998
Allied Research Corporation
8000 Towers Crescent Drive
Suite 750
Vienna, VA 22182
Ladies and Gentlemen:
We have acted as counsel to Allied Research Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933 of 225,000 shares of Common Stock of the Company,
$0.10 par value per share, pursuant to a Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission (the "Registration
Statement").
In rendering the opinions contained herein, we have examined
originals or photostatic or certified copies of all certificates, documents,
agreements and other instruments as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that each of
the 225,000 shares of the Common Stock of the Company covered by the
Registration Statement, when issued by the Company in accordance with the Allied
Research Corporation 1997 Incentive Stock Plan, and for not less than the par
value thereof, will be duly authorized, validly issued, fully paid and
nonassessable. This opinion is furnished by us solely for the benefit of the
Company in connection with the filing of the Registration Statement.
8
<PAGE>
We consent to the use of this opinion as an exhibit to the Registration
Statement.
This opinion is furnished by us solely for the benefit of the
Company in connection with the filing of the Registration Statement. We consent
to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
Baxter, Baker, Sidle & Conn, P.A.
By: /s/ James E. Baker, Jr.
-----------------------------------
James E. Baker, Jr., Vice President
JEB/wlb
9
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated March 10, 1997 accompanying the consolidated
financial statements of Allied Research Corporation and appearing in the Annual
Report of the Company to its shareholders and accompanying the schedules
included in the Annual Report on Form 10-K for the year ended December 31, 1996
which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned reports and to the use of our name as it appears under the
caption "Experts".
/s/ Grant Thornton LLP
BALTIMORE, MARYLAND
MARCH 20, 1998
10
