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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTEK DIVERSIFIED CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2450145
(State of incorporation) (I.R.S. Employer Identification No.)
970 WEST 190TH STREET, SUITE 720, TORRANCE, CALIFORNIA 90502
(Address of Principal Executive Offices) (Zip Code)
INTEK DIVERSIFIED CORPORATION 1994 STOCK OPTION PLAN
INTEK DIVERSIFIED CORPORATION 1994 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
Harry Dunstan Copy to:
970 West 190th Street, Ste. 720 Steven L. Wasserman, Esq.
Torrance, California 90502 Kohrman Jackson & Krantz
310/366-7703 One Cleveland Center, 20th Floor
(Name, address, telephone number, Cleveland, Ohio 44114
including area code of agent for service) 216/736-7220
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Calculation of Registration Fee
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered1 offering price per aggregate offering registration fee
registered share2 price2
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<S> <C> <C> <C> <C>
Common Stock, 450,000 shares $3.75 $1,687,500
$.01 par value 50,000 shares $2.75 $137,500
400,000 shares $10.625 $4,250,000 $2,094.83
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<FN>
1 This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminant number of shares of Common Stock
that may be issued upon exercise of options granted under the Registrant's
1994 Stock Option Plan and 1994 Directors' Stock Option Plan (the "Plans"),
as a result of the adjustment provisions thereof.
2 Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) on the basis of (i) the actual exercise price of outstanding
options under the Plans for the purchase of 450,000 shares of Common Stock at
$3.75 per share and 50,000 shares of Common Stock at $2.75 per share, and
(ii) the average of the high and low market price of the Common Stock on July
31, 1995 with respect to 400,000 shares of Common Stock for which options
have not yet been granted pursuant to the Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents listed under Items 1 and 2 below and the documents
incorporated by reference under Item 3 below, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended, and are incorporated herein by reference.
ITEM 1. PLAN INFORMATION
1994 Stock Option Plan
1. Prospectus for the 1994 Stock Option Plan.
2. INTEK Diversified Corporation 1994 Stock Option Plan.
3. Form of Stock Option Agreement.
1994 Directors' Stock Option Plan
1. Prospectus for the 1994 Directors' Stock Option Plan.
2. INTEK Diversified Corporation 1994 Directors' Stock Option Plan.
3. Form of Stock Option Agreement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant
to this Item 2 is set forth in the Prospectuses referred to in Item 1 above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by INTEK Diversified
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) (1) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and Amendment No. 1 thereto.
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(2) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), since the
end of the latest fiscal year covered by the Annual Report referred to
in (a) above; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated March 17, 1980 (File No.
0-09160), filed with the Commission pursuant to Section 12(g) of the
Exchange Act (there being no further amendment or report filed for the
purpose of updating such description).
All documents hereafter filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Steven L. Wasserman, Secretary and a director of the Company, is an
attorney and a partner of the law firm of Kohrman Jackson & Krantz, Cleveland,
Ohio. Kohrman Jackson & Krantz performs legal services for the Company and its
subsidiaries and is providing the opinion attached to this Registration
Statement as Exhibit 5.1. Mr. Wasserman was granted an option to purchase
40,000 shares of Common Stock at an option price of $3.75 per share under the
Company's 1994 Directors' Stock Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Certain statutes, Section 12 of the Company's Certificate of
Incorporation, Article VII, Section 7 of the Company's By-laws, contracts and
other arrangements provide that, in certain cases, the liability of each
director shall be limited and each officer and director and controlling person
of the Company shall be indemnified by the Company against certain costs,
expenses and liabilities which he may incur in his capacity as such.
Accordingly, the liability of such persons may be affected as a result thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
4.1 INTEK Diversified Corporation 1994 Stock Option Plan.*
4.2 INTEK Diversified Corporation 1994 Directors' Stock Option Plan.*
5.1 Opinion of Kohrman Jackson & Krantz.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kohrman Jackson & Krantz (contained in its opinion filed as
Exhibit 5.1).
* Incorporated by reference to the Registrant's Proxy Statement for the meeting
of shareholders held on July 5, 1995 previously filed with the Securities and
Exchange Commission.
ITEM 9. UNDERTAKINGS
(a) The Company 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;
(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; 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 (1)(i) and (ii) above 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 Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That for the purpose of determining liability under
the Securities Act of 1933, 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.
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(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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 City of Torrance, State of California, on August 2,
1995.
INTEK DIVERSIFIED CORPORATION
By: /s/ Harry Dunstan
--------------------------
Harry Dunstan, President
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.
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<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ John G. Simmonds Chief Executive Officer and August 2, 1995
----------------------------- Director
John G. Simmonds
/s/ Peter A. Heinke Principal Financial and Accounting Officer August 2, 1995
--------------------------------- and Director
Peter A. Heinke
/s/ Christopher Brantson Director August 2, 1995
-----------------------------
Christopher Brantson
/s/ Harry Dunstan Director August 2, 1995
---------------------------------
Harry Dunstan
/s/ David Neibert Director August 2, 1995
----------------------------------
David Neibert
/s/ Vincent P. Paul Director August 2, 1995
---------------------------------
Vincent P. Paul
/s/ Steven L. Wasserman Director August 2, 1995
----------------------------
Steven L. Wasserman
/s/ Nicholas R. Wilson Director August 2, 1995
----------------------------
Nicholas R. Wilson
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EXHIBIT INDEX
4.1 INTEK Diversified Corporation 1994 Stock Option Plan.*
4.2 INTEK Diversified Corporation 1994 Directors' Stock Option Plan.*
5.1 Opinion of Kohrman Jackson & Krantz.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kohrman Jackson & Krantz (contained in its opinion filed as
Exhibit 5.1).
* Incorporated by reference to the Registrant's Proxy Statement for the meeting
of shareholders held on July 5, 1995 previously filed with the Securities and
Exchange Commission.
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[KOHRMAN JACKSON & KRANTZ LOGO]
ATTORNEYS AT LAW
20th FLOOR, ONE CLEVELAND CENTER
CLEVELAND, OHIO 44114
______
TELECOPIER
216-621-6536
August 2, 1995
INTEK Diversified Corporation
970 West 190th Street, Suite 720
Torrance, California 90502
Re: Registration Statement on Form S-8 of INTEK Diversified Corporation
Ladies and Gentlemen:
INTEK Diversified Corporation, a Delaware corporation (the "Company"), is
filing with the Securities and Exchange Commission a registration statement on
Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the offering and
sale by the Company of up to 900,000 shares (the "Shares") of the Company's
common stock, par value $0.01 per share (the "Common Stock"), pursuant to stock
options ("Options") granted or to be granted under the INTEK Diversified
Corporation 1994 Stock Option Plan and the INTEK Diversified Corporation
Directors' 1994 Stock Option Plan (together, the "Plans"). We have acted as
counsel to the Company in connection with the preparation and filing of the
Registration Statement. Capitalized terms used in this opinion letter and not
otherwise defined have the meanings attributed to them in the Registration
Statement.
In connection with this opinion letter, we have examined and relied upon
the original or a copy, certified to our satisfaction, of (i) the Certificate
of Incorporation and the Bylaws of the Company; (ii) resolutions of the Board
of Directors of the Company authorizing the Plans and related matters; (iii)
resolutions of the stockholders of the Company authorizing the Plans; (iv) the
Plans; and (v) such other documents and instruments as we have deemed necessary
for providing this opinion letter.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified or photostatic copies. We have
made such investigations of law as we deem appropriate as a basis for rendering
the opinions expressed below, and as to various questions of fact material to
the opinions, we have relied, to the extent we deem appropriate, upon
representations or
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[KOHRMAN JACKSON & KRANTZ LOGO]
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August 2, 1995
certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that (i) the
Company presently has at least 900,000 authorized and unissued shares of Common
Stock from which the 900,000 Shares proposed to be sold pursuant to the
exercise of Options granted under the Plans may be issued, and (ii) assuming
(a) the Company maintains an adequate number of authorized but unissued Shares
and treasury Shares available for issuance to those persons who exercise
Options granted in accordance with the Plans and (b) the Shares are duly
delivered against payment therefor in accordance with the terms of the Plans,
the Shares issued pursuant to the exercise of Options granted in accordance
with the Plans will be validly issued, fully paid and non-assessable.
We express no opinion other than as to the Federal law of the United
States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
KOHRMAN JACKSON & KRANTZ
/s/ Kohrman Jackson & Krantz
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ARTHUR ANDERSEN LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 22, 1995
included in Intek Diversified Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
August 1, 1995
