<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
KEWAUNEE SCIENTIFIC CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 38-0715562
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 WEST FRONT STREET
STATESVILLE, NORTH CAROLINA 28677-2927
(704) 873-7202
(Address of Registrant's Principal Executive Offices)
__________________
1991 KEY EMPLOYEE STOCK OPTION PLAN AND
1993 STOCK OPTION PLAN FOR DIRECTORS
(Full Title of the Plans)
D. MICHAEL PARKER COPIES TO:
VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER, JAMES T.RHIND
TREASURER AND SECRETARY BELL, BOYD & LLOYD
KEWAUNEE SCIENTIFIC CORPORATION THREE FIRST NATIONAL PLAZA
2700 WEST FRONT STREET 70 WEST MADISON STREET
STATESVILLE, NORTH CAROLINA 28677-2927 CHICAGO, ILLINOIS 60602
(704) 873-7202 (312) 372-1121
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $2.50 per share 156,500 Shares (1) (2) $ 3.838 $600,647 $182
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.50 per share 113,500 Shares (1) (3) $5.50 (4) $624,250 (4) $190
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an indeterminate number of
shares of Common Stock may be issuable under the antidilution and
other adjustment provisions of the respective plans pursuant to Rule
416(a) of the Securities Act of 1933, as amended (the "Securities
Act").
(2) This amount reflects an aggregate of 156,500 shares of Common Stock
which are issuable pursuant to options granted at a weighted average
exercise price of $3.838 per share under the following plans: the 1991
Key Employee Stock Option Plan (the "Plan") -- 126,500 shares; and the
1993 Stock Option Plan For Directors (the "Directors' Plan") -- 30,000
shares.
(3) This which amount reflects an aggregate of 113,500 shares of Common
Stock which are issuable under the following plans: the Plan --103,500
shares; and the Directors' Plan -- 10,000 shares.
(4) Estimated in accordance with rule 457(h) solely for purposes of
calculating the registration fee and based upon the average of the
high and low sale prices of the Common Stock on the Nasdaq National
Market on December 16, 1996, as reported in The WalL Street Journal
(Eastern Edition).
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
This registration statement on Form S-8 relates to the registration of
shares of common stock of Kewaunee Scientific Corporation (the "Company"), $2.50
par value per share (the "Common Stock").
The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the year ended April
30, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1996;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996; and
(4) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" in the Company's registration
statement on Form 8-A for the registration of the Common Stock under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
all amendments thereto.
All documents subsequently 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 to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then 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. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein 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 document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such 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.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees, and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of directors,
officers, employees,
2
<PAGE>
and agents against liabilities whether or not in the circumstances such
companies would have the power to indemnify against such liabilities under the
provisions of the statute.
The Company's Restated Certificate of Incorporation provides for
indemnification of the Company's officers and directors to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law. The Company
has obtained directors and officers insurance covering its executive officers
and directors.
Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, 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 Securities Act and
is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable
ITEM 8. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit Index
which appears elsewhere herein and is hereby incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The Company 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;
(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 Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this 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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 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)-(g) Inapplicable.
3
<PAGE>
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the provisions described under Item 6 above 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
Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
(i)-(j) Inapplicable.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Statesville, State of North Carolina,
on December 19, 1996.
KEWAUNEE SCIENTIFIC CORPORATION
By: /s/ Eli Manchester, Jr.
-------------------------------------
Eli Manchester, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement, or amendment thereto, has been signed by the
following persons in the capacities indicated on December 19, 1996.
SIGNATURE TITLE
--------- -----
/s/ Eli Manchester, Jr. President, Chief Executive Officer
----------------------------
Eli Manchester, Jr. and Director (Principal Executive
Officer)
/s/ D. Michael Parker Vice President-Finance, Chief Financial
----------------------------
D. Michael Parker Officer, Treasurer and Secretary
/s/ Margaret Barr Bruemmer Director
----------------------------
Margaret Barr Bruemmer
/s/ Wiley N. Caldwell Director
----------------------------
Wiley N. Caldwell
/s/ John C. Campbell, Jr. Director
----------------------------
John C. Campbell, Jr.
/s/ Kingman Douglass Director
----------------------------
Kingman Douglass
/s/ James T. Rhind Director
----------------------------
James T. Rhind
/s/ Thomas F. Pyle Director
----------------------------
Thomas F. Pyle
5
<PAGE>
KEWAUNEE SCIENTIFIC CORPORATION
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
------ -----------------------
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended April
30, 1985).
4.2 By-Laws of the Company (as amended as of August 28, 1991)
(incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended April
30, 1992).
5.1 Opinion of Bell, Boyd & Lloyd (including consent).
23.1 Consent of Bell, Boyd & Lloyd (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP with respect to the audited
financial statements of the Company.
_______________
* In the case of incorporation by reference to documents filed by the
Company under the Securities Exchange Act of 1934, as amended, The
Company's file number under that Act is 0-5286.
6
<PAGE>
EXHIBIT 5.1
[Bell, Boyd & Lloyd Letterhead]
December 19, 1996
Kewaunee Scientific Corporation
2700 West Front Street
Statesvill, North Carolina 28687
Kewaunee Scientific Corporation
1991 Key Empoyee Stock Option Plan and
1993 Stock Option Plan for Directors
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Kewaunee Scientific Corporation., a Delaware
corporation (the "Company"), in connection with the preparation, execution, and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers an aggregate of 270,000 shares (the
"Shares") of common stock, $2.50 par value per share (the "Common Stock") of the
Company, offered under the Company's 1991 Key Empoyee Stock Option Plan and 1993
Stock Option Plan for Directors (collectively, the "Plans"). We have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the Plans and such other documents, corporate and other records, certificates,
and other papers as we deemed it necessary to examine for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and legally existing under the
laws of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the Plans, (ii)
the granting of options pursuant to the Plans, and (iii) the issuance of
shares of its Common Stock in accordance with the Plans and upon the
exercise of options granted pursuant to the Plans.
3. The Shares, when issued and paid for in accordance with the Plans and upon
the exercise of options granted pursuant to the Plans will, upon such
issuance, constitute legally issued, fully paid, and nonassessable shares
of Common Stock.
We hereby consent to the filing of this Opinion Letter as an exhibit to the
Registration Statement for the registration of the Shares under the Securities
Act of 1933, as
<PAGE>
amended. In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
/s/ Bell, Boyd & Lloyd
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement of
Kewaunee Scientific Corporation on Form S-8 of our report dated May 31, 1996
appearing in the Annual Report on Form 10-K of Kewaunee Scientific Corporation
for the yaer ended April 30, 1996.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
December 13, 1996
