<PAGE>
As Filed with the Securities & Exchange Commission on February 7, 1997
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
HATHAWAY CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-0518115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8228 PARK MEADOWS DRIVE
LITTLETON, COLORADO 80124
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1991 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
OF
HATHAWAY CORPORATION
(FULL TITLE OF PLAN)
EUGENE E. PRINCE
PRESIDENT
HATHAWAY CORPORATION
8228 PARK MEADOWS DRIVE
LITTLETON, COLORADO 80124
(NAME AND ADDRESS OF AGENT FOR SERVICE)
303 - 799 - 8200
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
_____________________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 500,000 Shares $4.3125 $2,156,250 $653.41
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined pursuant to Rule 457(b)(1) of the Securities Act of 1933, based
upon the average high and low prices reported on February 4, 1997.
<PAGE>
This Registration Statement is filed for the purpose of registering
additional securities of the same class as those registered under the
Registrant's currently effective Registration Statement on Form S-8 relating to
the 1991 Incentive and Nonstatutory Stock Option Plan (Registration No. 33-
44997) and the contents of that Registration Statement, including any future
amendments thereto or subsequent filings incorporated therein by reference, are
incorporated herein by this reference. The additional securities registered
hereby consist of 500,000 shares of the Registrant's Common Stock which may be
issued to participant's under the Plan.
The audited financial statements and financial statement schedules of the
Registrant incorporated by reference in this Registration Statement have been
audited by the independent auditors named therein for the periods indicated in
their reports thereon and have been incorporated by reference in this
Registration Statement in reliance upon such reports and upon the authority of
such independent auditors as experts in accounting and auditing.
In addition to the exhibits to the currently effective Registration
Statement incorporated by reference herein, the following opinion and consents
are filed as Exhibits to this Registration Statement:
Exhibit No. Description
----------- -----------
5 Opinion of Sherman & Howard L.L.C.
23 Consent of Independent Public Accountants
24 Power of Attorney (included on the signature pages
of the Registration Statement)
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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 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 County of Douglas, State of Colorado on February 4, 1997.
Hathaway Corporation
By: /S/ Eugene E. Prince
-------------------------
Eugene E. Prince
Chairman of the Board
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Eugene E. Prince and Richard D. Smith, and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including 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, granting unto 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 or 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, or either
of them, or their or his substitute or 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 date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/S/ Eugene E. Prince Chairman of the Board, February 4, 1997
- ----------------------- President and Chief
Eugene E. Prince Executive Officer
/S/ Richard D. Smith Director, Executive Vice- February 4, 1997
- ----------------------- President, Treasurer and
Richard D. Smith Chief Financial Officer and
Principal Accounting Officer
/S/ Chester Clarridge
- ----------------------- Director February 4, 1997
Chester Clarridge
/S/ Graydon D. Hubbard Director February 4, 1997
- -----------------------
Graydon D. Hubbard
/S/ George J. Pilmanis Director February 4, 1997
- -----------------------
George J. Pilmanis
</TABLE>
<PAGE>
Exhibit 5
SHERMAN & HOWARD LLC
February 5, 1997
Hathaway Corporation
8228 Park Meadows Drive
Littleton, Colorado 80124
Attn: Eugene E. Prince, Chairman of the Board of Directors
Dear Mr. Prince:
We have acted as special counsel for Hathaway Corporation (the "Company") in
connection with the preparation, execution and filing of a Registration
Statement under the Securities Act of 1933 on Form S-8 relating to the
registration of 500,000 shares of Hathaway Corporation Common Stock, no par
value ("Common Stock"), which may be purchased by participants pursuant to the
1991 Incententive and Nonstatutory Stock Option Plan of Hathaway Corporation
(the "Plan").
In connection with the opinion expressed below, we have made such factual
inquiries and have examined or caused to be examined such questions of law as we
have considered necessary or appropriate for the purpose of such opinion. On
the basis of such inquiries or examinations, it is our opinion that any newly
issued shares of Common Stock purchased from the Company pursuant to the Plan,
when paid for as contemplated by the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
/s/ Sherman & Howard L.L.C.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated July
31, 1996, incorporated by reference in Hathaway Corporation's Form 10-K for the
year ended June 30, 1996, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Denver, Colorado,
February 4, 1997
