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As filed with the Securities and Exchange Commission on June 28, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kerr Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-0898810
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1840 Century Park East
Los Angeles, California 90067
(Address of principal executive offices) (zip code)
Kerr Group, Inc. Amended and Restated 1993 Employee Stock Option Plan
(Full title of the plan)
Roger W. Norian
Chairman, President and Chief Executive Officer
Kerr Group, Inc.
1840 Century Park East
Los Angeles, California 90067
(Name and address of agent for service)
(310) 556-2200
(Telephone number, including area code, of agent for service)
COPY TO:
Harvey L. Sperry, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (2) price fee
Common Stock,
$0.50 par
value per
share 180,000(1) $7.5625 $1,361,250 $469.40
(1) Represents the shares issuable upon the exercise of options granted under
the Kerr Group, Inc. Amended and Restated 1993 Employee Stock Option Plan
(the "Employee Stock Option Plan").
(2) These calculations have been made solely for the purposes of estimating
the registration fee pursuant to Rule 457(h). The fee was calculated
using the average of the high and low price of the Common Stock on the
NYSE on June 27, 1995.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Kerr Group, Inc., a Delaware corporation
("Company"), are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8,
Registration No. 33-70806, dated October 25, 1993;
(b) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(d) The Company's Current Report on Form
8-K, dated May 10, 1995;
(e) The description of Company's Common Stock, par value $0.50
per share (the "Common Stock"), which is contained in the prospectus
filed with an amendment to the Company's Registration Statement No.
2-65326 under the Securities Act of 1933, as amended (the
"Securities Act"), on September 14, 1979.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of the filing of such documents with the Commission.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Willkie Farr & Gallagher. As of the date of this
Registration Statement, Harvey L. Sperry, a partner of Willkie Farr and
Gallagher, is a director of the Company and beneficially owns 25,034 shares of
Common Stock.
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Item 8. EXHIBITS
Exhibit No.
5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as
to the legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page).
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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 City of Los Angeles, State of California, on
June 20, 1995.
KERR GROUP, INC.
(Registrant)
By: /s/ Roger W. Norian
Roger W. Norian
Chairman, President and
Chief Executive Officer
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Power of Attorney
Each person whose signature appears below hereby constitutes and
appoints Roger W. Norian and Harvey L. Sperry and each acting alone, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements 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 full power and authority to do and
perform each and every act and thing necessary or appropriate to be done with
respect to this registration statement or any amendments or supplements hereto
in 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 their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Roger W. Norian Chairman, President June 20, 1995
Roger W. Norian and Chief Executive
Officer
/s/ Gordon C. Hurlbert Director June 20, 1995
Gordon C. Hurlbert
/s/ Michael C. Jackson Director June 20, 1995
Michael C. Jackson
/s/ John D. Kyle Director June 20, 1995
John D. Kyle
/s/ James R. Mellor Director June 20, 1995
James R. Mellor
/s/ Robert M. O'Hara Director June 20, 1995
Robert M. O'Hara
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/s/ Harvey L. Sperry Director June 20, 1995
Harvey L. Sperry
/s/ D. Gordon Strickland Senior Vice President, June 20, 1995
D. Gordon Strickland Finance and Chief
Financial Officer
(Principal Financial
Officer)
/s/ J. Stephen Grassbaugh Vice President and June 20, 1995
J. Stephen Grassbaugh Controller (Principal
Accounting Officer)
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INDEX TO EXHIBITS
Exhibit No. Page
5 Opinion of Willkie Farr &
Gallagher, counsel to the
Company, as to the legality of
the securities being registered.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Willkie Farr & Gallagher
(contained in Exhibit 5).
24 Powers of Attorney (reference is made to
the signature page).
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[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
June 28, 1995
Kerr Group, Inc.
1840 Century Park East
Los Angeles, California 90067
Ladies and Gentlemen:
We have acted as counsel to Kerr Group, Inc. (the "Company"), a corporation
organized under the laws of the State of Delaware, with respect to the
Company's Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission on June 28,
1995, in connection with the registration under the Securities Act of 1933, as
amended, by the Company of an aggregate of 180,000 shares of Common Stock, par
value $0.50 per share (the "Shares"), issuable upon the exercise of stock
options granted under the Kerr Group, Inc. Amended and Restated 1993 Employee
Stock Option Plan (the "Plan").
As counsel for the Company, we have examined, among other things, the federal
and state laws and such documents, certificates and records as we deemed
necessary and appropriate for the purpose of providing this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
and validly authorized for issuance and, upon delivery thereof and payment
therefor as provided in the Plan, will be validly issued, fully paid, and
nonassessable.
We consent to your filing copies of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
91740477
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KPMG Peat Marwick LLP
725 South Figueroa Street
Los Angeles, California 90017
The Board of Directors
Kerr Group, Inc.
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
Our report refers to a change in accounting method for postretirement benefits
and income taxes.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
June 21, 1995
91740478
