<PAGE> 1
As filed with the Securities and Exchange Commission on August 15, 1995.
Registration No.
--------------------------------------------------------------------------------
-------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8 AND FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________
AMERICAN PRECISION INDUSTRIES INC.
(Exact name of issuer as specified in its charter)
Delaware 16-1284388
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2777 WALDEN AVENUE
BUFFALO, NEW YORK 14225
(Address of principal executive offices)
AMERICAN PRECISION INDUSTRIES INC.
1995 EMPLOYEES STOCK OPTION PLAN
AMERICAN PRECISION INDUSTRIES INC.
1995 DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
KURT WIEDENHAUPT
(President and Chief Executive Officer)
______________
CHARLES F. HORNE, IV
JAECKLE FLEISCHMANN & MUGEL
Fleet Bank Building
Twelve Fountain Plaza
Buffalo, New York 14202
(Name and address of agent for service)
(716) 856-0600
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
offering maximum
Amount price aggregate Amount of
Titles of securities to be per offering registration
to be registered registered share price fee
<S> <C> <C> <C> <C>
Common Stock ($.66 2/3 par value) 904,000 shares (a) $10.31 (b) 9,319,209 (b) $3,213.54
</TABLE>
(a) Indicates 1) the number of shares of common stock, $.66 2/3 par
value, ("Common Stock") authorized and reserved for issuance and which may be
sold upon the exercise of options which previously have been granted and/or may
be granted to certain persons under the American Precision Industries Inc. 1995
Employees Stock Option Plan (650,000 shares) and the American Precision
Industries Inc. 1995 Directors Stock Option Plan (50,000 shares), 2) the number
of shares of Common Stock authorized and reserved for issuance and which may be
sold upon the exercise of an option granted to Kurt Wiedenhaupt, President and
Chief Executive Officer of the Company, pursuant to his employment agreement
with the Company (200,000 shares) and 3) 4,000 shares of Common Stock that may
be offered, from time to time, by Kurt Wiedenhaupt. In the event of a stock
split, stock dividend or similar transaction involving Common Stock of the
Company, the number of shares registered hereby shall automatically be
increased to cover such additional shares in accordance with Rule 416(a).
(b) Estimated solely for the purpose of computing the registration
fees, as follows: i) as to 324,709 shares now under option on the basis of the
aggregate price at which such shares may be purchased by the Optionees ii) as
to the 575,291 shares for which options have not yet been granted and as to
4,000 shares held by Mr. Wiedenhaupt on the basis of the average of the high
and low prices for the Common Stock on the New York Stock Exchange on August
11, 1995 of $11.50.
<PAGE> 3
CROSS REFERENCE SHEET SHOWING LOCATION
OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3
<TABLE>
<CAPTION>
ITEMS OF PART I OF FORM S-3 HEADINGS IN PROSPECTUS
<S> <C> <C>
1. Forepart of Registration Statement and Forepart and Outside Front Cover Page
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page; Available
Prospectus Information; Incorporation of Documents by
Reference
3. Summary Information, Risk Factors, and Ratio The Company
of Earnings to Fixed Charges Risk Factors
4. Use of Proceeds Not Applicable - See Cover Page of Prospectus
5. Determination of Offering Price Cover Page
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Incorporation of Certain Documents by
Reference Reference
13. Disclosure of Commission Position on Indemnification of Directors and Officers
Indemnification for Securities Act
Liabilities
</TABLE>
<PAGE> 4
PROSPECTUS
(Form S-3)
AMERICAN PRECISION INDUSTRIES INC.
50,000 Shares of Common Stock
Issuable upon exercise of options covered by the
American Precision Industries Inc.
1995 Directors Stock Option Plan
200,000 shares of Common Stock
Issuable upon exercise of options covered by the
American Precision Industries Inc.
1995 Employees Stock Option Plan
200,000 shares of Common Stock
Issuable upon exercise of an option granted
to Kurt Wiedenhaupt,
President and Chief Executive Officer
4,000 Shares of Common Stock
Issued to Kurt Wiedenhaupt
______________
This Prospectus is being used in connection with the offering from time to time
by certain stockholders who may be deemed to be affiliates ("Selling
Stockholders") of American Precision Industries Inc. (the "Company"), of shares
of the Common Stock of the Company which may be acquired upon the exercise of
stock options pursuant to 1) the American Precision Industries Inc. 1995
Directors Stock Option Plan and 1995 Employees Stock Option Plan (the "Plans"),
2) an option granted to Kurt Wiedenhaupt, President and Chief Executive
Officer, pursuant to his employment agreement, and 3) shares issued to Mr.
Wiedenhaupt as a bonus in 1995. The Company will not receive any of the
proceeds from the sale of the shares, but will receive funds upon the exercise
of the options covered by the Plans.
The Common Stock offered hereby may be sold from time to time by the Selling
Stockholders or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the New York Stock Exchange ("NYSE") at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Common Stock may be sold by
one or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer for its account pursuant to this Prospectus;
and (c)
1
<PAGE> 5
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act"), in connection with such sales. All discounts, commissions
or fees incurred in connection with the sale of the shares offered hereby will
be paid by the Selling Stockholders or by the purchasers of the shares, except
that the expenses of preparing and filing this Prospectus and the related
Registration Statement with the Securities and Exchange Commission and of
registering or qualifying the shares will be paid by the Company.
The Common Stock of the Company is listed on the NYSE under the symbol APR. The
closing price of the Company's Common Stock as reported on the NYSE on August
11, 1995 was $11.50
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________
The date of this Prospectus is
August 15, 1995
No person is authorized to give any information or to make any representation,
other than as contained herein, in connection with the offer made in this
Prospectus, and any information or representation not contained herein must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock
offered by this Prospectus, nor does it constitute an offer to sell or a
solicitation of any offer to buy any shares of Common Stock offered hereby to
any person in any jurisdiction where it is unlawful to make such an offer or
solicitation to such person. Neither the delivery of this Prospectus nor any
sale hereunder shall under any circumstances create any implication that
information contained herein is correct as of any time subsequent to the date
hereof.
2
<PAGE> 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: 75
Park Place, 14th Floor, New York, New York 10007 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained
upon written request addressed to the Commission at the Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, the Common Stock is listed on the NYSE and reports and other
information concerning the Company may also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, NY 10005.
In addition, the Company will provide without charge to each person to whom
this Prospectus is delivered, upon either the written or oral request of such
person, the Annual Report to Stockholders for the Company's latest fiscal year
and a copy of any or all of the documents incorporated herein by reference
other than exhibits to such documents. See "INCORPORATION OF DOCUMENTS BY
REFERENCE". Such requests should be directed to American Precision Industries
Inc., 2777 Walden Avenue, Buffalo, NY 14225, Attention: Vice
President-Finance.
3
<PAGE> 7
TABLE OF CONTENTS
PAGE
<TABLE>
<S> <C>
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
4
<PAGE> 8
THE COMPANY
American Precision Industries Inc., a Delaware Corporation, was organized in
1986 as successor to a New York corporation of the same name which had been
organized in 1947. The Company has nine manufacturing divisions which are
organized in three groups: the Heat Transfer Group, the Motion Technologies
Group, and the Electronic Components Group. The Company's products are sold to
original equipment manufacturers and other industrial users. Approximately 17%
of the Company's consolidated sales are foreign exports. The Company has
approximately 875 employees. The principal offices of the Company are located
at 2777 Walden Avenue, Buffalo, New York 14225. The Company's telephone and
fax numbers are (716) 684-9700 and (716) 684-2155, respectively.
SELLING SHAREHOLDERS
The following table sets forth the name of each Selling Shareholder, each of
whom is a director of the Company, the number of shares of Common Stock owned
by him as of July 1, 1995, and the maximum number of shares that may be offered
by him pursuant to this Prospectus.
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
SHARES OF COMMON STOCK TO
SHARES OF SHARES OF COMMON STOCK BE OWNED AFTER
COMMON STOCK COMMON STOCK TO BE OWNED SALE OF SHARES
OWNED ON REGISTERED AFTER SALE OF REGISTERED
NAME JULY 1,1995 HEREUNDER SHARES HEREUNDER (6)
----- ------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C>
John M. Albertine 14,456 479 (1) 14,456
Robert J. Fierle (2) 1,062,847 -- 1,062,847 14.1%
Bernard J. Kennedy 3,781 479 (1) 3,781
Dougals J. MacMaster, Jr. 4,000 561 (1) 4,000
William P. Panny 8,320 561 (1) 8,320
Victor A. Rice -- 479 (1) --
Kurt Wiedenhaupt (3) 7,000 404,000 (4) 3,000
Ungranted options 47,441 (5)
Totals 1,100,404 454,000 1,096,404 14.6%
</TABLE>
5
<PAGE> 9
(1) Represents shares which may be acquired upon exercise of stock options
granted under the 1995 Directors Stock Option Plan.
(2) Mr. Fierle is also Chairman of the Board of the Company and has served as
such since 1992.
(3) Mr. Wiedenhaupt is also President and Chief Executive Officer of the
Company and has served as such since 1992.
(4) Includes (a) 200,000 shares subject to an option granted to Mr.
Wiedenhaupt pursuant to his employment agreement with the Company, (b)
200,000 shares, which represent the maximum number of shares subject to
options which may be granted Mr. Wiedenhaupt under the 1995 Employees
Stock Option Plan (as of the date of this Prospectus, 30,000 of those
shares are subject to an option already granted to Mr. Wiedenhaupt), and
(c) 4,000 shares issued to Mr. Wiedenhaupt as a bonus in 1995 under terms
which impose certain conditions of the sale thereof.
(5) Represents options which may be granted under the 1995 Directors Stock
Option Plan and which have not been allocated to any Selling Shareholder
but may in the future be so allocated, listed as "Ungranted Options".
(6) Except for Mr. Fierle, each director will own less than 1% of the
outstanding Common Stock after sale of shares registered hereunder.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time by the Selling Stockholders or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made on the NYSE at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Common Stock may be sold by one or more of the following: (a) a block trade in
which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer for its account pursuant
to this Prospectus; and (c) ordinary brokerage transactions and transactions in
which the broker solicits purchases. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commission or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealer and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Act"), in connection with such sales. In
6
<PAGE> 10
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus. The Company will not receive any of the proceeds from the sale of
these shares, although it has paid the expenses of preparing this Prospectus
and the related Registration Statement. The Selling Stockholders have been
advised that they are subject to the applicable provisions of the Securities
Exchange Act of 1934, including without limitation, Rules 10b-5, 10b-6 and
10b-7 thereunder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents filed
with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended December 30,
1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
(c) The description of the Common Stock contained in the registration
statement on Form 8-A of the Company (File No. 1-5601) filed under the
Securities Exchange Act of 1934 and declared effective on August 8, 1991.
All reports hereafter filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the termination
of the offering of the Common Stock offered pursuant to this Prospectus, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document 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 is also incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as modified or superseded, to constitute a part of this
Prospectus.
LEGAL MATTERS
Legal matters with respect to Common Stock being offered hereby, have been
passed upon for the Company by Jaeckle, Fleischmann & Mugel, Buffalo, New York.
7
<PAGE> 11
EXPERTS
The consolidated financial statements of the Company as of December 30, 1994
and December 31, 1993 and for each of the three years in the period ended
December 30, 1994 incorporated by reference in this Prospectus and the
Registration Statement of which it is a part have been so included in reliance
on the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
8
<PAGE> 12
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference
American Precision Industries Inc. (the "Company" or the "Registrant")
incorporates herein by reference the following documents filed with the
Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended
December 30, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995
(c) The description of the Common Stock contained in the
registration statement on Form 8-A of the Company (File No.
1-5601) filed under the Securities Exchange Act of 1934 and
declared effective on August 8, 1991.
All reports hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered 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 filing of such documents.
Any statement contained in a document 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 is also incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not Applicable.
II-1
<PAGE> 13
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, the law of the
jurisdiction in which the Registrant is organized, empowers a corporation,
subject to certain limitations, to indemnify its officers and directors against
expenses, including attorneys' fees, judgments, fines and certain settlements,
actually and reasonably incurred by them in any suit or proceeding to which
they are parties as long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal action or proceeding, as long as
they had no reasonable cause to believe their conduct to be unlawful. The
Registrant's Certificate of Incorporation provides that the Registrant shall
indemnify, to the fullest extent permitted by the Delaware General Corporation
Law, any person who was made or is threatened to be made a party to or involved
in any action, suit or proceeding by reason of the fact that he or a person for
whom he is serving as legal representative is or was a director or officer of
the Registrant or served or serves any other enterprise at the request of the
Registrant as a director, officer, employee, or agent.
The Registrant has also entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers. The
Indemnification Agreement provides that the Registrant shall indemnify a
director or officer who is a party to the agreement (the "Indemnitee") if he
was or is a party to or is otherwise involved in any proceeding (other than a
derivative proceeding) by reason of the fact that he is or was a director or
officer of the Registrant, or is or was serving at its request in certain
capacities of another entity, against losses incurred in connection with such
proceeding. This indemnification is limited to instances where the Indemnitee
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
criminal. With respect to derivative proceedings, the Indemnification Agreement
provides indemnification similar to that provided in the agreement for
non-derivative proceedings, except that indemnification is not available to an
Indemnitee who is adjudged liable to the Registrant unless a court determines
otherwise.
The Registrant's Certificate of Incorporation contains a provision which
limits a director's personal liability for monetary damages to the Registrant
or its stockholders under certain circumstances. It provides that a director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for a breach of his fiduciary duty as a
director except for liability for (i) any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) act or omissions not in
good faith which involve intentional misconduct or a knowing violation of law,
(iii) the payment of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) any transactions from which the director derived any
improper personal benefit.
II-2
<PAGE> 14
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
<S> <C>
4(a) American Precision Industries Inc. 1995 Employees Stock Option Plan
(incorporated herein by reference to Exhibit A in the definitive Proxy
Statement dated March 24, 1995).
4(b) American Precision Industries Inc. 1995 Directors Stock Option Plan
(incorporated herein by reference to Exhibit B in the definitive Proxy
Statement dated March 24, 1995).
4(c) Stock Option and Tandem Stock Appreciation Rights Agreement dated June
16, 1992 between Kurt Wiedenhaupt and American Precision Industries Inc.
(incorporated herein by reference to Exhibit 10(ii) in the Quarterly
Report on Form 10Q for the fiscal quarter ended July 3, 1992).
4(d) Grant of Restricted Stock and Bonus Agreement dated May 1, 1995 between
Kurt Wiedenhaupt and American Precision Industries Inc. *
5 Opinion of Jaeckle, Fleischmann & Mugel. *
23(a) Consent of Jaeckle, Fleischmann & Mugel (included in their opinion filed
as Exhibit 5).
23(b) Consents of Price Waterhouse LLP*
</TABLE>
_________________________
* Filed herewith
Item 9. Undertakings
(a) 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:
II-3
<PAGE> 15
(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.
Notwithstanding the foregoing, any
increase or decrease in volume of
securities offered (if the total
dollar value of securities offered
would not exceed that which was
registered) and any deviation from
the low or high end of the estimated
maximum offering range may be
reflected in the form of prospectus
filed with the Commission pursuant
to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the
aggregate, the changes in volume and
price represent no more than a 20%
change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee"
table in the effective 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 paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to section 13 or section 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 any 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.
II-4
<PAGE> 16
(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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 17
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 Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Cheektowaga, State of New York, on
August 14, 1995.
AMERICAN PRECISION INDUSTRIES INC.
By s/ John M. Murray
-------------------------------------
John M. Murray
Vice President - Finance
II-6
<PAGE> 18
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Kurt Wiedenhaupt and John
M. Murray his true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, for him and in his 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 each such attorney-in-fact and agent, full power and
authority to do and perform each such 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 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 and the foregoing Powers of Attorney has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------- ------------------------------- ----------------
<S> <C> <C>
s/ Robert J. Fierle Chairman of the Board August 2, 1995
------------------------------------
Robert J. Fierle
s/ Kurt Wiedenhaupt President and Chief August 2, 1995
-------------------------------- Executive Officer and
Kurt Wiedenhaupt Director
s/ John M. Murray Vice President-Finance August 2, 1995
---------------------------------- and Treasurer
John M. Murray (Principal Financial Officer)
s/ Thomas M. Huebsch Corporate Controller August 2, 1995
----------------------------- (Principal Accounting Officer)
Thomas M. Huebsch
s/ John M. Albertine Director August 2, 1995
----------------------------------
John M. Albertine, PhD
s/ Bernard J. Kennedy Director August 2, 1995
-------------------------------
Bernard J. Kennedy
s/ Douglas J. MacMaster, Jr. Director August 2, 1995
----------------------------
Douglas J. MacMaster, Jr.
s/ William P. Panny Director August 2, 1995
---------------------------------
William P. Panny
s/ Victor A. Rice Director August 2, 1995
-------------------------------------
Victor A. Rice
</TABLE>
II-7
<PAGE> 1
Exhibit 4(d)
AMERICAN PRECISION INDUSTRIES INC.
GRANT OF RESTRICTED STOCK AND BONUS
TO
KURT WIEDENHAUPT
May 1, 1995
This AGREEMENT, entered into as of May 1, 1995, is by and
between American Precision Industries Inc. (the "Corporation") and Kurt
Wiedenhaupt (the "Executive").
R E C I T A L S
A. The Board of Directors of the Corporation has
determined that the grant of restricted stock of the Corporation to the
Executive under the terms of this Agreement will promote the interests of the
Corporation and its stockholders by providing incentive for the Executive to
remain in the service of the Corporation.
B. The Board of Directors has also determined that the
Corporation shall pay the Executive a cash bonus in recognition of the income
tax liability the Executive may incur in 1995 or in the future in connection
with the stock grant or the lapse of restrictions on the stock.
C. The Executive has accepted the grant of restricted
stock under the terms of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Corporation and
the Executive agree as follows:
1. The Corporation grants to the Executive, as of May 1,
1995 (the "Date of Grant"), 4,000 shares of the common stock, $.66 2/3 par
value per share, of the Corporation (the "Restricted Shares"), subject to the
terms of this Agreement.
2. The Executive shall indicate acceptance of the
Restricted Shares subject to the terms of this Agreement by executing this
Agreement and delivering it to the Secretary of the Corporation by June 9,
1995.
<PAGE> 2
3. Promptly upon receipt of this Agreement executed by
the Executive, the Corporation shall issue a certificate for the Restricted
Shares in the Executive's name, effective as of the Date of Grant. The
Executive hereby agrees to accept the Restricted Shares for investment and not
with a view to distribute them, except in compliance with applicable Federal
and state securities laws. The certificate shall bear a legend stating that
the shares represented by the certificate may not be sold, exchanged,
transferred, assigned, pledged, hypothecated, or otherwise disposed of, except
in accordance with the terms of this Agreement.
4. Provided the Executive executes and delivers this
Agreement to the Corporation by June 9, 1995, the Executive shall be the owner
of the Restricted Shares as of the Date of Grant and shall have all the rights
of a stockholder with respect to the Restricted Shares, including the right to
vote them and receive dividends and other distributions (subject to paragraph
6) paid with respect to them; provided, however that the Restricted Shares
shall be subject to the restrictions set out in paragraph 7.
5. Promptly upon receipt of this Agreement executed by
the Executive, the Corporation shall pay to the Executive a cash bonus of
$35,000, subject to any federal, state, or local income tax withholding
obligations the Corporation may incur with respect to the bonus payment.
6. If, as the result of a subdivision or consolidation
of or the payment of a stock dividend on the common stock of the Corporation or
any other change or exchange of the common stock of the Corporation by reason
of reclassification, merger, recapitalization, or otherwise, the Executive, as
owner of the Restricted Shares, is entitled to new, additional, or different
securities, those securities shall be subject to the restrictions set out in
paragraph 7; the term "Restricted Shares" shall include those securities and
the certificate or certificates for those securities shall bear the legend
described in paragraph 3.
7. The restrictions to which the Restricted Shares shall
be subject are:
(a) During the "Restricted Period" as defined
below, none of the Restricted Shares may be sold, exchanged, transferred,
assigned, pledged, hypothecated, or otherwise disposed of. The "Restricted
Period" is the period beginning on the Date of Grant and ending on the earliest
to occur of the following: (i) April 30, 2000, (ii) the death of the
Executive, or (iii) the termination of the Executive's employment with the
Corporation under circumstances that would, under the terms of the Executive
Employment Agreement between the Corporation and the Executive or any
amendment, renewal or extension of that employment agreement or any new
employment agreement between the Corporation and the Executive, be considered
termination (A) by the Corporation for a reason other than "cause," (B) on
account of the total "disability" of the Executive, or (C) by the Executive for
"good reason" following a "change in control," as such terms are, or may be,
defined in such employment agreement.
- 2 -
<PAGE> 3
(b) If the Executive's employment with the
Corporation is terminated under any circumstances other than those described
under clause (ii) or (iii) of paragraph 7(a), the Executive shall forfeit the
Restricted Shares on the date of the termination of his employment. In such a
case, the Executive shall assign the certificate or certificates for the
Restricted Shares to the Corporation as soon as practicable following the
termination of his employment.
8. The Executive agrees on behalf of himself and the
personal representative of his estate that he or his estate shall provide for
the satisfaction, in a timely manner and at a time acceptable to the
Corporation, of any federal, state, and local tax withholding obligations the
Corporation may incur in connection with the grant of the Restricted Shares or
the expiration of the Restricted Period or any other event connected to this
Agreement. Notwithstanding any other provision of this Agreement, the
Restricted Shares may not be sold, exchanged, transferred, assigned, pledged,
hypothecated, or otherwise disposed of after the expiration of the Restricted
Period unless the Executive or the personal representative of the Executive's
estate has so provided for the satisfaction of such tax withholding
obligations. The payment of dividends or other distributions with respect to
the Restricted Shares before the expiration of the Restricted Period shall be
subject to the satisfaction of any federal, state, or local tax withholding
obligations the Corporation may incur in connection with the payment.
9. Neither the grant of the Restricted Shares nor any
other provision of this Agreement shall give the Executive the right to be
retained in the employ of the Corporation.
10. Compensation realized or recognized by the Executive
in connection with this Agreement including, but not limited to, compensation
that may be realized upon the grant of the Restricted Shares, the payment of
the cash bonus, the payment of dividends or other distributions with respect to
the Restricted Shares, and the expiration of the Restricted Period, shall not
be considered compensation for the purposes of any employee benefit plan of the
Corporation (including but not limited to any "Supplemental Plan" or "Benefit
Plans," as such terms are, or may be, defined in the Executive's employment
agreement with the Corporation), except as the Corporation may determine in its
sole discretion. Notwithstanding the foregoing provisions of this paragraph
10, for purposes of paragraph 9(b)A. of the Executive's current Executive
Employment Agreement with the Corporation, the $35,000 cash bonus shall be
considered a "bonus" actually awarded during 1995 (for purposes of the third
plus clause in said paragraph 9(b)A.) and the value of the Restricted Shares
shall be deemed to be $35,000 and shall be considered as a "bonus" awarded in
1995 but not paid at that time unless the Restricted Period ends during 1995
(for purposes of the second plus clause in said paragraph 9(b)A.).
11. This Agreement shall be governed by the laws of the
State of Delaware.
- 3 -
<PAGE> 4
IN WITNESS WHEREOF, this Agreement has been executed as of the
date first written above.
AMERICAN PRECISION INDUSTRIES INC.
By /s/ John M. Murray
------------------------------------
John M. Murray,
Vice President-Finance and
Treasurer
/s/ Kurt Wiedenhaupt
------------------------------------
Kurt Wiedenhaupt, individually
- 4 -
<PAGE> 1
Exhibit 5
JAECKLE, FLEISCHMANN & MUGEL
ATTORNEYS AT LAW
FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL (716) 856-0600 FAX (716) 856-0432
August 10, 1995
American Precision Industries Inc.
2777 Walden Avenue
Cheektowaga, New York 14225
Ladies and Gentlemen:
Re: Registration Statement on Form S-8 (the "Form S-8")
under the Securities Act of 1933, Covering the
Registration of 904,000 Shares of Common Stock,
$.66-2/3 Par Value ("Shares"), of American Precision
Industries Inc. (the "Company")
-----------------------------------------------------
As your counsel we have examined the above-referenced
Registration Statement and we are familiar with the documents referred to
therein, as well as your Certificate of Incorporation, as amended, By-Laws and
other relevant documents, and we have made such investigation with respect to
your corporate affairs as we deem necessary in order for us to render the
opinion herein set forth.
We have examined the proceedings heretofore taken and we are
informed as to the procedures proposed to be followed by the Company in
connection with the authorization, issuance and sale of the Shares which are
the subject of the Form S-8. In our opinion such Shares are, or will be (when
issued in accordance with the terms of the relevant plans pursuant to which the
options underlying such Shares are granted), legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as an exhibit
to the Registration Statement and reference to us under the heading "Legal
Matters" in the Prospectus that is a part of the Registration Statement.
Very truly yours,
/s/ Jaeckle, Fleischmann & Mugel
<PAGE> 1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 10, 1995 appearing on page 15 of American Precision Industries,
Inc.'s Annual Report on Form 10-K for the year ended December 30, 1994. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
S/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Buffalo, New York
August 14, 1995
<PAGE> 2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1995 appearing on page
15 of American Precision Industries, Inc.'s Annual Report on Form 10-K for the
year ended December 30, 1994.
S/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Buffalo, New York
August 14, 1995
