As filed with the Securities and Exchange Commission on August 3, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IEC ELECTRONICS CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3458955
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
105 NORTON STREET, NEWARK, NEW YORK 14513
(315) 331-7742
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
IEC ELECTRONICS CORP.
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plan)
RUSSELL E. STINGEL
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
IEC ELECTRONICS CORP.
105 NORTON STREET
NEWARK, NY 14513
TELEPHONE: (315) 331-7742
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARTIN S. WEINGARTEN, ESQ.
BOYLAN, BROWN, CODE, FOWLER, VIGDOR & WILSON, LLP
2400 CHASE SQUARE
ROCHESTER, NY 14604
Page 1 of 10 Pages
Exhibit Index at Page 9
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee
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Common Stock, 50,000 shares $3.6875 $184,375 $55.87
$.01 par value
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(1) The number of shares of Common Stock to be registered may be adjusted
in accordance with the provisions of the Compensation Plan for Non-Employee
Directors (the "Plan") in the event that, during the period the Plan is in
effect, there is effected any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend or any other increase or decrease in the
number of shares or the payment of a stock dividend or any other increase or
decrease in the number of such shares effected without receipt of consideration
by the Registrant. Accordingly, this Registration Statement covers, in addition
to the number of shares of Common Stock stated above, an indeterminate number of
shares which by reason of any such events may be issued in accordance with the
provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933 and based
upon the average of the high and low sales prices of the Registrant's shares of
Common Stock as reported on the Nasdaq National Market on July 30, 1999.
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PART II
Item 3. Incorporation of Documents by Reference.
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The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by IEC Electronics Corp. (the "Registrant") are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended December 25, 1998 and March 26, 1999.
(c) The Registrant's Current Report on Form 8-K dated July 23, 1999.
(d) The description of the Registrant's shares of Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed by the
Registrant with the Securities and Exchange Commission on December 30, 1992 and
effective on February 11, 1993 (File No. 0-6508), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities 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 (such documents, and the
documents enumerated above, being hereafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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Inapplicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
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Legal matters in connection with the Common Shares issuable under the Plan
will be passed upon by Messrs. Boylan, Brown, Code, Fowler, Vigdor & Wilson,
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LLP, 2400 Chase Square, Rochester, NY 14604. Justin L. Vigdor, a partner of this
firm, is a director and Assistant Secretary of the Registrant, and Martin S.
Weingarten, counsel to this firm, is Secretary of the Registrant. Mr. Vigdor
owns and has options to purchase shares of Common Stock of the Registrant and is
also eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law (the "DGCL"), as
amended, gives Delaware corporations the power to indemnify each of their
present and former officers or directors under certain circumstances, if such
person acted in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the corporation.
The Amended and Restated Certificate of Incorporation of the Registrant
contains provisions that eliminate the personal liability of each director to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for breaches of such director's duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which such
director derived an improper personal benefit.
The Amended and Restated Certificate of Incorporation of the Registrant
contains provisions to the general effect that each director and officer shall
be indemnified by the Registrant against liabilities and expenses in connection
with any threatened, pending or contemplated legal proceeding to which he or she
may be made a party or with which he or she may become involved by reason of
being or having been an officer or director of the Registrant or of any other
organization at the request of the Registrant. Such indemnification is
authorized to the fullest extent permitted under the DGCL.
The By-laws of the Registrant contain a provision permitted by the DGCL
that provides that directors and officers will be indemnified by the Registrant
to the fullest extent permitted by law for all losses that may be incurred by
them in connection with any action, suit or proceeding in which they may become
involved by reason of their service as a director or officer of the Registrant.
The Registrant has entered into an indemnity agreement with each officer
and director to provide contractual assurance that the protection afforded by
the Registrant's By-laws and Restated Certificate of Incorporation will be
available regardless of changes in the Registrant's charter documents or a
change in control of the Registrant.
The Registrant maintains an officers' and directors' liability insurance
policy insuring the covered individuals against acts or omissions taken by such
persons in their capacities as officers or directors.
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Item 7. Exemption from Registration Claimed.
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Inapplicable.
Item 8. Exhibits.
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See Exhibit Index.
Item 9. Undertakings.
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(a) 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(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;
(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) do not
apply if 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
Exchange Act that are incorporated by reference 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.
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(b) Incorporating 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Indemnification for Liabilities arising under the Securities Act
of 1933
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
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.
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SIGNATURES
Pursuant to the requirement 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Village of Newark, State of New York on August 3, 1999.
IEC Electronics Corp.
By: /s/ Russell E. Stingel
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Russell E. Stingel
Chief Executive Officer and Chairman
of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of Russell E. Stingel and Justin L. Vigdor,
acting alone or together, as such person's true and lawful attorney-in-fact and
agent with full powers of substitution and revocation, for such person and in
such person's 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 attorney-in-fact and agent, acting alone, 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 such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, 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 below by the following persons in the
capacities indicated on August 3, 1999.
Signature Title
/s/ Russell E. Stingel Director, Chief Executive Officer
----------------------- and Chairman of the Board
Russell E. Stingel
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/s/ Patricia A. Bird Controller
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Patricia A. Bird (Principal Accounting Officer)
/s/ David J. Beaubien Director
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David J. Beaubien
/s/ Thomas W. Folger Director
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Thomas W. Folger
/s/ W. Barry Gilbert Director
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W. Barry Gilbert
/s/ Robert P.B. Kidd Director
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Robert P.B. Kidd
/s/ Eben S. Moulton Director
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Eben S. Moulton
/s/ Justin L. Vigdor Director
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Justin L. Vigdor
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EXHIBIT INDEX
Exhibit
Number Description Location
4.1 IEC Electronics Corp. Incorporated by
Compensation Plan for reference to
Non-Employee Directors Exhibit 10.23 of
Registrant's
Annual Report on
Form 10-K for the
year ended
September 30, 1998.
5.1 Opinion and consent of Boylan, *
Brown, Code, Fowler, Vigdor &
Wilson, LLP, counsel for the
Registrant as to the legality of
the shares of Common Stock
being registered
23.1 Consent of Arthur Andersen LLP, *
Independent Public Accountants
23.2 Consent of Boylan, Brown, Code, Included in Exhibit
Fowler, Vigdor & Wilson, LLP 5.1 to thisRegistra-
tion Statement
* Included as part of the electronic submission of this Registration Statement.
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EXHIBIT 5.1
August 3, 1999
IEC Electronics Corp.
105 Norton Street
Newark, NY 14513
Re: Registration Statement on Form S-8
for the IEC Electronics Corp. Compensation Plan for Non-Employee
Directors
Ladies and Gentlemen:
We have acted as counsel to IEC Electronics Corp., a Delaware corporation
(the "Registrant"), in connection with the registration under the Securities Act
of 1933, as amended, of 50,000 shares (the "Shares") of the Registrant's Common
Stock, $.01 par value per share, issuable under the IEC Electronics Corp.
Compensation Plan for Non-Employee Directors (the "Plan"). The Shares are being
registered pursuant to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission on or about August 4, 1999 (the "Registration
Statement").
We have examined the Certificate of Incorporation and By-laws of the
Registrant and all amendments thereto and have examined and relied on the
originals, or copies certified to our satisfaction, of such records of meetings,
or resolutions adopted at meetings, of the directors of the Registrant and such
other documents and instruments as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents.
Based upon the foregoing, we are of the opinion that the Registrant has
duly authorized for issuance the Shares, and the Shares, if and when issued in
accordance with the terms of the Plan, will be legally issued, fully-paid and
nonassessable, assuming that the consideration actually received by the
Registrant for the Shares exceeds the par value thereof.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
BOYLAN, BROWN, CODE,
FOWLER, VIGDOR & WILSON, LLP
By:/s/Martin S. Weigarten
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated November 17,
1998 incorporated by reference in IEC Electronics Corporation's Form 10-K for
the year ended September 30, 1998 and to all references to our firm included
in this registration statement.
Arthur Andersen LLP
/s/Arthur Andersen LLP
Rochester, New York
July 29, 1999
