<PAGE>
As filed with the Securities and Exchange Commission on June 24, 1999
Registration No. 333-_______
U. S. 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. 1999-2001
ANNUAL INCENTIVE BONUS PLAN
(Full title of the plan)
................................................................................
Richard F. Treacy, Jr.
83 Gerber Road West
South Windsor, CT 06074
(860) 644-1551
(Name, address and telephone number of agent for service)
Copies to:
Robert McLaughlin
Steptoe & Johnson LLP
1330 Connecticut Avenue, NW
Washington, DC 20036
(202) 429-3000
................................................................................
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum maximum
Title of securities Amount to be offering aggregate offering Amount of
to be registered registered price per share(1) price registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 shares (2) $22 1/8 $5,530,000 $1,538
($1.00 par value
per share)
- ------------------------------------------------------------------------------------------------------------
</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 average of the high and low sales prices of the common stock
of the registrant as reported on the New York Stock Exchange on June 17,
1999, a date within five business days of the date on which this
registration statement is being filed.
(2) Plus, in accordance with Rule 416 of the Securities Act of 1933, as
amended, such indeterminate number of additional shares as may become
issuable pursuant to anti-dilution provisions of the Plan.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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 Rule 428(b) of
the Securities Act of 1933, as amended (the "Securities Act). 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.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement.
(1) Gerber Scientific, Inc.'s (the "Company") Annual Report on Form
10-K for the year ended April 30, 1998.
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended July 31, 1998, October 31, 1998 and January 31, 1999.
(3) all other reports filed by the Company 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.
All documents filed by Gerber Scientific, Inc. pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") after the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereunder have been sold, or which deregisters all securities
then remaining unsold under this Registration Statement, 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
4
<PAGE>
Item 6. Indemnification of Directors and Officers.
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 Registrant's by-laws provides for
indemnification of officers and directors to the fullest extent permitted by
applicable law. Further, the Annual Incentive Bonus Plan provides for
indemnification by the Company of members of the Registrant's Board of Directors
and Management Development and Compensation Committee from and against any and
all losses, costs, expenses and liabilities (including attorney's fees and
amounts paid, with the approval of the Board of Directors, in settlement of any
claim) arising out of or resulting from any action taken or failure to act under
the Plan, except that the Registrant will not indemnify such member concerning a
judgment in favor of the Registrant based upon a finding of the member's lack of
good faith. In addition, the Registrant 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Gerber Scientific, Inc. 1999-2001 Annual Incentive Bonus Plan
(previously filed as Appendix A to the Gerber Scientific, Inc.
definitive proxy statement for the 1998 Annual Meeting of
Shareholders held on September 25, 1998 and incorporated herein
by reference)
5.1 Opinion of Steptoe & Johnson LLP
23.1 Consent of Steptoe & Johnson LLP (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Power of Attorney
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;
5
<PAGE>
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment hereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(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) shall not
-------- -------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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.
(b) 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.
(c) 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
Commission, 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
6
<PAGE>
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
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
June 18, 1999.
GERBER SCIENTIFIC, INC.
By: /s/ MICHAEL J. CHESHIRE
-----------------------------
Michael J. Cheshire
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael J. Cheshire 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 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.
7
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ MICHAEL J. CHESHIRE Chairman of the Board, June 16, 1999
- --------------------------
Michael J. Cheshire President, and Chief
Executive Officer
(Principal Executive
Officer)
/s/ GARY K. BENNETT Senior Vice President, June 16, 1999
- -------------------------- Finance
Gary K. Bennett (Principal Financial and
Accounting Officer)
/s/ DONALD P. AIKEN Director June 16, 1999
- --------------------------
Donald P. Aiken
/s/ GEORGE M. GENTILE Director June 16, 1999
- -------------------------
George M. Gentile
/s/ DAVID J. GERBER Director June 16, 1999
- --------------------------
David J. Gerber
/s/ EDWARD E. HOOD, Jr. Director June 16, 1999
- --------------------------
Edward E. Hood, Jr.
/s/ DAVID J. LOGEN Director June 16, 1999
- --------------------------
David J. Logan
/s/ CAROLE F. ST. MARK Director June 16, 1999
- --------------------------
Carole F. St. Mark
/s/ A. ROBERT TOWBIN Director June 16, 1999
- --------------------------
A. Robert Towbin
/s/ WILLIAM JEROME VEREEN Director June 16, 1999
- --------------------------
William Jerome Vereen
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
4.1 Gerber Scientific, Inc., 1999-2001
Annual Incentive Bonus Plan (previously filed as
Appendix A to the Gerber Scientific, Inc. definitive
proxy statement for the 1998 Annual Meeting of Shareholders
held on September 25, 1998 and incorporated herein
by reference)
5.1 Opinion of Steptoe & Johnson LLP 10
23.1 Consent of Steptoe & Johnson LLP (included in Exhibit
5.1)
11
23.2 Consent of KPMG LLP
24 Power of Attorney (included on signature page)
9
<PAGE>
EXHIBIT 5
June 21, 1999
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 Two-Hundred-Fifty-Thousand (250,000) shares of Common Stock (the
"Shares") of Gerber Scientific, Inc. (the "Company") to be issued pursuant to
the Company's 1999-2001 Annual Incentive Bonus Plan, 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.
Very truly yours,
/s/ STEPTOE & JOHNSON LLP
STEPTOE & JOHNSON LLP
10
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Gerber Scientific, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Gerber Scientific Inc. of our report dated May 21, 1998, relating
to the consolidated balance sheet of Gerber Scientific, Inc. and subsidiaries
as of April 30, 1998 and 1997 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, 1998, which report is incorporated by
reference in the annual report of Gerber Scientific Inc. on Form 10-K for the
fiscal year ended April 30, 1998.
KPMG LLP
Hartford, Connecticut
June 23, 1999
11
