<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________________
GERBER SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0640743
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
83 Gerber Road West
South Windsor, CT 06074
(860) 644-1551
(Address, including zip code, and telephone number
of Principal Executive Offices)
Gerber Scientific, Inc.
1992 Employee Stock Plan,
As Amended and Restated As Of April 28, 1995
(Full title of the plan)
________________________________________
Richard F. Treacy, Jr., Esq.
83 Gerber Road West
South Windsor, CT 06074
(860) 644-1551
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
Proposed Proposed Amount of
Title of maximum maximum registration
securities Amount offering aggregate fee
to be to be price offering
registered registered per share(1) price(1)
<S> <C> <C> <C> <C>
Common Stock 2,500,000 $17.1875 $42,968,750 $13,021
shares(2)(3)
</TABLE>
_____________________________________________________________________________
(1) Pursuant to Rule 457(h), the proposed maximum offering price per share is
estimated solely for the purpose of calculating the registration fee and is
based upon the option price of options to acquire 407,125 shares of common
stock of the registrant which have been granted under the Plan and the
average of the high and low sales prices of the common stock of the
registrant as reported on the New York Stock Exchange on April 25, 1997, a
date within five business days of the date on which this registration
statement is being filed, with respect to 2,092,875 shares of common stock
of the registrant as to which options have not been granted as of the date
of the filing of this Registration Statement.
(2) Plus, in accordance with Rule 416, such indeterminate number of additional
shares as may become issuable pursuant to anti-dilution provisions of the
Plan.
(3) In addition to the shares registered herein 500,000 shares were previously
registered under Registration Statement file no. 33-58668 and 490,575 of
such shares have not yet been issued and are being carried forward. The
amount of the filing fee associated with such securities previously paid
was $1,914.06.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
This Registration Statement is being filed to register additional shares
for the Gerber Scientific, Inc. 1992 Employee Stock Plan, As Amended and
Restated As Of April 28, 1995 (the "Plan"). Pursuant to instruction E of the
General Instructions to Form S-8, the contents of Registration Statement No. 33-
58668 in respect of the Company's 1992 Employee Stock Plan are hereby
incorporated by reference; provided, however, that the Prospectus contained in
Registration Statement No. 33-58668 shall be deleted and the Prospectus
contained herein and filed as part of this Registration Statement shall be
substituted therefor.
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part
I will be delivered to the participants in the Plan as required by Securities
Act Rule 428(b). Such documents are not being filed with the Commission as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used for reofferings of Common Stock
acquired by persons named therein pursuant to the exercise of options under the
Gerber Scientific, Inc. 1992 Employee Stock Plan, As Amended and Restated As Of
April 28, 1995.
Pursuant to Rule 429 of the Securities Act of 1933, the prospectuses
covering securities registered pursuant to this Registration Statement also
relate to the shares of the Company's Common Stock covered by Registration
Statement No. 33-58668.
<PAGE>
PROSPECTUS
__________
GERBER SCIENTIFIC, INC.
83 Gerber Road West
South Windsor, Connecticut 06074
(860) 644-1551
_________________________________
Shares of Common Stock
($1.00 Par Value)
_________________________________
The shares of common stock, $1.00 par value per share (the "Common Stock"),
of Gerber Scientific, Inc. (the "Company") covered by this Prospectus are being
offered by certain shareholders of the Company (the "Selling Shareholders") in
connection with the exercise of options granted or to be granted under the
Gerber Scientific, Inc. 1992 Employee Stock Plan, As Amended and Restated As Of
April 28, 1995 (the "Plan"). No part of the proceeds of the sale of the shares
of Common Stock will be received by the Company. This Prospectus also covers
such additional shares that may be issued upon the exercise of options pursuant
to the Plan's anti-dilution provisions, in the event of a stock dividend, split-
up, recapitalization, reorganization or similar change in the Common Stock.
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol GRB. On April 23, 1997, the closing price per share of the Common
Stock, as reported on the New York Stock Exchange, was $17.25 per share.
The Selling Shareholders have advised the Company that they propose to
offer, from time to time, all or part of the shares of Common Stock on the New
York Stock Exchange in ordinary brokerage transactions, in negotiated
transactions, or otherwise, at such prices and on such terms as may be
obtainable and satisfactory to such Selling Shareholders. No underwriting
discounts or commissions will be paid other than normal brokerage commissions
and fees which will be payable by the Selling Shareholders. All expenses of
registration incurred in connection with this offering will be borne by the
Company. No sales or distributions other than as described herein will be
effected until this Prospectus shall have been appropriately amended or
supplemented. 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.
_______________________________________
The date of this Prospectus is April 30, 1997
<PAGE>
Neither the delivery of this Prospectus nor any sales made hereunder shall
under any circumstances create any implication that there has been no change in
the affairs of the Company since the date hereof. No person has been authorized
to give any information or to make any representations in connection with this
offering other than those contained or incorporated by reference in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy the shares
offered hereby in any jurisdiction in which such offer or solicitation may be
unlawful.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information concerning the Company may be inspected and copied at the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
Additional information concerning the Company and the securities offered
hereby is contained in the Registration Statement on Form S-8, of which this
Prospectus is a part, filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statement and
the Exhibits thereto. Statements made in this Prospectus concerning the
contents of the documents included in the Registration Statement and Exhibits
are not necessarily complete, and such statements are qualified in their
entirety by reference to the copy of the applicable document filed with the
Commission. Copies of the Registration Statement can be inspected at, or
obtained at prescribed rates from, the Public Reference Section of the
Commission at the address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-5865) are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended April 30,
1996.
-2-
<PAGE>
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
July 31, 1996, October 31, 1996 and January 31, 1997.
(3) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing of the Annual Report on Form 10-K.
(4) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company together with all
amendments or reports filed for the purpose of updating such description.
In addition, all documents filed by the Company with the Commission
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 filing of a post-effective
amendment which indicates that all of the shares offered hereby have been sold
or which deregisters all shares remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be supplemented,
modified or superseded for purposes of this Prospectus 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 supplements,
modifies or supersedes such statement. Any such statement so supplemented,
modified or superseded shall not be deemed to constitute a part of this
Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated
herein by reference, other than exhibits to such documents that are not
specifically incorporated by reference therein. All requests for such
information should be addressed to Gary K. Bennett, Senior Vice President,
Finance, Gerber Scientific, Inc., 83 Gerber Road West, South Windsor, CT 06074;
telephone (860) 644-1551.
THE COMPANY
The Company, a Connecticut corporation incorporated in 1948, is a holding
company providing corporate management services and financial resources to its
subsidiaries. The Company, through its subsidiaries, designs, develops,
manufactures, markets and services computer-aided design and computer-aided
manufacturing (CAD/CAM) systems to automate the design and production processes
in a broad range of industries.
The Company's executive offices are located at 83 Gerber Road West, South
Windsor, CT 06074, and its telephone number is (860) 644-1551.
USE OF PROCEEDS
The Company will not realize any of the proceeds from the sale of the
shares of Common Stock by the Selling Shareholders.
-3-
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders who are offering the shares of Common Stock
pursuant to this Prospectus are officers and other "control persons" of the
Company who have been granted or may in the future be granted options under the
Plan. These Selling Shareholders obtained the shares of Common Stock offered
hereby through the exercise of such options. Such shares were registered by the
Company under the Securities Act on a Form S-8 Registration Statement filed with
the Commission on April 30, 1997.
The following table sets forth the name and address of each Selling Shareholder,
the number of shares of Common Stock beneficially owned by each Selling
Shareholder as of __________, 199_, the number of shares of Common Stock offered
by each such Selling Shareholder pursuant to this Prospectus, and the number of
shares and percentage of the outstanding Common Stock to be owned by each such
person after the completion of this offering. This information is based upon
data supplied to the Company by each Selling Shareholder.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number of Shares Number of Shares Percentage
Selling Relationship Beneficially Owned Number of Beneficially Owned Owned
Shareholder to Company Prior to Offering Shares Offered After Offering After Offering
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend to
sell all or a portion of the shares of Common Stock offered hereby, from time to
time, on the New York Stock Exchange, and that sales will be made at prices
prevailing at the time of such sales. The Selling Shareholders may also make
sales directly, or through a broker or brokers, or in negotiated transactions at
prices and on terms obtainable and satisfactory to such Selling Shareholders.
The Selling Shareholders, and the brokers through whom sales of the shares
of Common Stock are made, may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act. In addition, any profits realized by the
Selling Shareholders or such brokers on the sale of such shares may be deemed to
be underwriting commissions.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby will
be passed upon by Steptoe & Johnson LLP, Washington, D.C.
-4-
<PAGE>
EXPERTS
The consolidated financial statements of Gerber Scientific, Inc. as of
April 30, 1996 and 1995, and for each of the years in the three-year period
ended April 30, 1996, incorporated by reference herein and elsewhere in the
registration statement, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. To the
extent that KPMG Peat Marwick LLP audits and reports on consolidated financial
statements of Gerber Scientific, Inc. issued at future dates, and consents to
the use of their report thereon, such financial statements also will be
incorporated by reference in the registration statement in reliance upon their
report and said authority.
With respect to the unaudited interim consolidated financial information
for the periods ended July 31, 1996 and 1995, October 31, 1996 and 1995, and
January 31, 1997 and 1996, incorporated by reference herein, the independent
certified public accountants have reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports included in the Company's
quarterly reports on Form 10-Q for the quarters ended July 31, 1996, October 31,
1996 and January 31, 1997 incorporated by reference herein, state that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability provisions
of section 11 of the Securities Act of 1933 for their report on the unaudited
interim financial information because that report is not a "report" or a "part"
of the registration statement prepared or certified by the accountants within
the meaning of sections 7 and 11 of the Act.
INDEMNIFICATION
Sections 33-770 to 33-778 of the Connecticut Business Corporation Act give
corporations the power to indemnify officers and directors under certain
circumstances. Article III of the Company's by-laws provides for
indemnification of officers and directors of the Company to the fullest extent
permitted by applicable law. Further, the Plan provides for indemnification of
current and past members of the Board of Directors or committee that administers
the Plan by the Company against any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit or proceeding to which such member may be
or become a party or in which such member may be or become involved by reason of
any action taken or failure to act under the Plan and against any amounts paid
by such member in settlement thereof (with the Company's written approval) or
paid by such member in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding of
such member's lack of good faith. In addition, the Company maintains directors'
and officers' reimbursement and liability insurance with National Union Fire
Insurance Company pursuant to standard form policies with an aggregate limit of
$25 million.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the
-5-
<PAGE>
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been informed that, in the opinion of the Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
-6-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers
Sections 33-770 to 33-778 of the Connecticut Business Corporation Act gives
corporations the power to indemnify officers and directors under certain
circumstances. Article III of the Company's by-laws provides for
indemnification of officers and directors of the Company to the fullest extent
permitted by applicable law. Further, the Plan provides for indemnification of
current and past members of the Board of Directors or committee that administers
the Plan by the Company against any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit or proceeding to which such member may be
or become a party or in which such member may be or become involved by reason of
any action taken or failure to act under the Plan and against any amounts paid
by such member in settlement thereof (with the Company's written approval) or
paid by such member in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding of
such member's lack of good faith. In addition, the Company maintains directors'
and officers' reimbursement and liability insurance with National Union Fire
Insurance Company pursuant to standard form policies with an aggregate limit of
$25 million.
Item 8. Exhibits
5.1 Opinion of Steptoe & Johnson LLP
24.1 Consent of Steptoe & Johnson LLP (included in
the opinion filed as Exhibit 5.1).
24.2 Consent of KPMG Peat Marwick LLP
25.1 Powers of Attorney
Item 9. Undertakings
Rule 415 Offering
- -----------------
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 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, 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.
-II-1-
<PAGE>
Incorporation of subsequent Exchange Act documents by reference
- ---------------------------------------------------------------
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
---- ----
Form S-8 Registration Statement
- -------------------------------
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.
-II-2-
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of South Windsor, State of Connecticut, on April
30, 1997.
GERBER SCIENTIFIC, INC.
By: /s/ George M. Gentile
------------------------------
George M. Gentile
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
George M. Gentile and Richard F. Treacy, Jr., and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign any post-effective amendments to this Registration Statement, and any
and all documents in connection therewith, and to file the same, with all
exhibits thereto, and all documents in connection therewith with the Securities
and Exchange Commission under the Securities Act of 1933, grants to said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, and hereby
ratifies, approves and confirms all that each of such attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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/ George M. Gentile Chairman of the Board April 30, 1997
- ------------------------ and Chief Executive Officer
George M. Gentile (Principal Executive Officer)
/s/ Gary K. Bennett Senior Vice President, April 30, 1997
- ------------------------ Finance; Treasurer and
Gary K. Bennett Corporate Controller
(Principal Financial Officer)
-II-3-
<PAGE>
/s/ Stanley Simon Director April 30, 1997
- ---------------------------
Stanley Simon
/s/ A. Robert Towbin Director April 30, 1997
- ---------------------------
A. Robert Towbin
/s/ David J. Gerber Director April 30, 1997
- ---------------------------
David J. Gerber
/s/ Edward E. Hood, Jr. Director April 30, 1997
- ---------------------------
Edward E. Hood, Jr.
/s/ William Jerome Vereen Director April 30, 1997
- ---------------------------
William Jerome Vereen
/s/ David J. Logan Director April 30, 1997
- ---------------------------
David J. Logan
-II-4-
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
5.1 Opinion of Steptoe & Johnson LLP
24.1 Consent of Steptoe & Johnson LLP
(included in the opinion filed as
Exhibit 5.1)
24.2 Consent of KPMG Peat Marwick LLP
25.1 Powers of Attorney (included
on signature page)
<PAGE>
EXHIBIT 5
STEPTOE & JOHNSON LLP
1330 Connecticut Avenue, N.W.
Washington, D.C. 20036-1795
(202) 429-3000
Facsimile: (202) 429-3902
Telex: 89-2503
April 30, 1997
Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, CT 06074
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 2,500,000 shares of Common Stock (the "Shares") of Gerber
Scientific, Inc. (the "Company"), we have examined the Registration Statement on
Form S-8 to be filed by the Company with the Securities and Exchange Commission
(the "Registration Statement"), corporate records, certificates of public
officials, and such other documents as we deemed appropriate or necessary for
the purpose of rendering this opinion.
Based on the foregoing, it is our opinion that the Shares of the Company
covered by the Registration Statement have been duly authorized, and, when
issued, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and to the reference to our firm under the caption "Legal Matters" in
the Prospectus contained in the Registration Statement.
Very truly yours,
/s/ STEPTOE & JOHNSON LLP
-------------------------
STEPTOE & JOHNSON LLP
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of
Gerber Scientific, Inc.:
We consent to the incorporation by reference of our audit report, dated May 23,
1996, relating to the consolidated balance sheet of Gerber Scientific, Inc. and
subsidiaries as of April 30, 1996 and 1995 and the related consolidated
statements of earnings, changes in shareholders' equity and cash flows for each
of the years in the three-year period ended April 30, 1996, and the reference to
our firm under the caption "Experts", in the Prospectus contained in this S-8
Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Hartford, Connecticut
April 28, 1997
