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.
1993 Stock Option Plan
(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 7 Pages
Exhibit Index at Page 6
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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
- ------------- ------------- ---------- --------- ----------------
Common Stock, 500,000 shares $3.6875 $1,843,750 $558.71
$.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 IEC Electronics Corp. 1993 Stock Option
Plan (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.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of Common Stock, par
value $.01 per share (the "Common Stock"), of IEC Electronics Corp., a Delaware
corporation (the "Registrant"), issuable pursuant to the IEC Electronics Corp.
1993 Stock Option Plan (the "Plan"). The Registrant's previously filed
Registration Statements on Form S-8 (No. 33-79360 and No. 333-4634), as filed
with the Securities and Exchange Commission (the "Commission") on May 25, 1994
and May 3, 1996, respectively, are hereby incorporated by reference.
Upon this Registration Statement's effectiveness, there will be 1,400,000
shares registered under the Plan, 600,000 shares from Registration Statement No.
33-79360, 300,000 shares from Registration Statement No. 333-4634 and 500,000
shares from this Registration Statement on Form S-8.
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PART II
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the Common Shares issuable under the Plan
will be passed upon by Messrs. Boylan, Brown, Code, Fowler, Vigdor & Wilson,
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
Mr. Weingarten has options to purchase shares of Common Stock of the Registrant.
Item 8. Exhibits.
See Exhibit Index.
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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
--------------------------
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
4
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/s/ Patricia A. Bird Controller
-------------------- (Principal Accounting Officer)
Patricia A. Bird
/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
--------------------
Justin L. Vigdor
5
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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 10.9 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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<PAGE>
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. 1993 Stock Option Plan
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 500,000 shares (the "Shares") of the Registrant's Common
Stock, $.01 par value per share, issuable under the IEC Electronics Corp. 1993
Stock Option Plan (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 3, 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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Exhibit 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
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
