<PAGE> 1
As filed with the Securities and Exchange Commission on June 5, 1998.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM S-8 ON FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------
AMERICAN PRECISION INDUSTRIES INC.
(Exact name of registrant 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
(716) 684-9700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOSEPH P. KUBAREK
JAECKLE FLEISCHMANN & MUGEL, LLP
800 Fleet Bank Building
Twelve Fountain Plaza
Buffalo, New York 14202
(716) 856-0600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
AMERICAN PRECISION INDUSTRIES INC.
1998 EMPLOYEES STOCK OPTION PLAN
AMERICAN PRECISION INDUSTRIES INC.
1997 OFFICERS STOCK OPTION PLAN
AMERICAN PRECISION INDUSTRIES INC.
1995 DIRECTORS STOCK OPTION PLAN, AS AMENDED AND RESTATED
(Full title of the plans)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------- ---------------------- -------------- ------------------- --------------
Proposed
maximum Proposed
offering maximum
Amount price aggregate Amount of
Titles of each class of to be per offering registration
securities to be registered registered share price fee
- ------------------------------------------- ---------------------- -------------- ------------------- --------------
<S> <C> <C> <C> <C>
Common Stock ($.66 2/3 par value) 734,516 shares (a) $18.17 (b) $13,343,384 (b) $3,936.30
=========================================== ====================== ============== =================== ==============
</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. 1998
Employees Stock Option Plan (450,000 shares) and the American Precision
Industries Inc. 1997 Officers Stock Option Plan (200,000 shares), and 2) the
additional number of shares of 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 directors under the 1995 Directors Stock Option
Plan, as Amended and Restated (84,516 shares). 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) In compliance with Rule 457 of the Securities Act of 1933, as
amended, estimated solely for the purpose of computing the registration fees, as
follows: i) as to 518,300 shares now under option on the basis of the aggregate
price at which such shares may be purchased by the Optionees, and ii) as to the
216,216 shares for which options have not yet been granted on the basis of the
average of the high and low prices for the Common Stock on the New York Stock
Exchange on May 28, 1998 of $18.9375.
<PAGE> 3
PART I
In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of shares of Common Stock of American Precision Industries Inc.
pursuant to the benefit plans referred to herein. The documents containing the
information required by Part I of the Registration Statement will be sent or
given to the plan participants. The prospectus filed as part of this
Registration Statement has been prepared in accordance with the requirements of
Form S-3 and may be used for reofferings and resales of unregistered shares
Common Stock acquired pursuant to the benefit plans referred to herein and for
the reofferings and resales of registered shares of Common Stock of American
Precision Industries Inc. which may be issued in the future upon the exercise of
options granted under the benefit plans referred to herein (hereinafter such
prospectus will be referred to as the "Prospectus").
<PAGE> 4
Prospectus
- ----------
AMERICAN PRECISION INDUSTRIES INC.
84,316 Shares of Common Stock
Issuable upon exercise of options covered by the
American Precision Industries Inc.
1995 Directors Stock Option Plan, As Amended and Restated
450,000 shares of Common Stock
Issuable upon exercise of options covered by the
American Precision Industries Inc.
1998 Employees Stock Option Plan
200,000 shares of Common Stock
Issuable upon exercise of options covered by the
American Precision Industries Inc.
1997 Officers Stock Option Plan
--------
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, par value $.66 2/3 per share, of the Company ("Common
Stock"), which may be acquired upon the exercise of stock options pursuant to
the American Precision Industries Inc. 1995 Directors Stock Option Plan, as
Amended and Restated, 1998 Employees Stock Option Plan, and 1997 Employees Stock
Option Plan (collectively, the "Plans"). The Company will not receive any of the
proceeds from the sale of the shares by the Selling Stockholders, 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)
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 (the
"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 June
3, 1998 was $19.00.
--------
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
June 5, 1998.
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
Stockholders. 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.
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports and
other information filed by the Company with the Commission may be inspected at,
and, upon payment of the Commission's customary charges, copies obtained from
the public reference facilities maintained by the Commission at 450 Fifth
Street, NW, Washington, D.C. 20549, and at the Commission's Regional Offices at:
Seven World Trade Center, 13th Floor, New York, New York 10048 and Suite 1400,
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies
of such material may be obtained upon written request addressed to the
Commission at the Public Reference Section, 450 Fifth Street, NW, Washington,
D.C. 20549, at prescribed rates. The Commission maintains a Web site containing
reports, proxy statements, and other information regarding the Company at
http://www.sec.gov. In addition, the Common Stock is listed on the NYSE and
reports, proxy statements and other information concerning the Company may also
be inspected at the offices of the NYSE, 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, or call (716)
684-9700.
The Company has filed with the Commission a Registration Statement on Form S-3
(the "Registration Statement") under the Act and the rules and regulations
promulgated thereunder, with respect to the shares of Common Stock pursuant to
the benefit plans referred to herein. This Prospectus constitutes the Prospectus
of the Company, filed as part of the Registration Statement. As permitted by the
rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement, and reference is made to
the Registration Statement and the exhibits listed therein, which can be
inspected at the public reference facilities of the Commission noted above, and
copies of which can be obtained from the Commission at prescribed rates as
indicated above. Statements contained in this Prospectus as to the contents of
any contract or other documents are not necessarily complete, and in each
instance, reference is made to the copy of such contract or documents filed as
an exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.
2
<PAGE> 6
TABLE OF CONTENTS
PAGE
The Company ................................................................4
Selling Stockholders........................................................4
Plan of Distribution........................................................6
Incorporation of Certain Documents by Reference.............................7
Legal Matters...............................................................7
Experts.....................................................................7
Indemnification of Directors and Officers...................................8
3
<PAGE> 7
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. As of May 29, 1998, the Company has sixteen manufacturing
subsidiaries 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 29% of the Company's consolidated sales are to customers
outside North America. The Company has approximately 2,000 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 STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, each of
whom is, unless otherwise indicated, a director of the Company, the number of
shares of Common Stock owned by him as of May 1, 1998, prior to the offering
pursuant to this Prospectus, the maximum number of shares that may be offered by
him pursuant to this Prospectus and the amount of Common Stock to be owned by
him after completion of the offering pursuant to this Prospectus.
<TABLE>
<CAPTION>
SHARES OF
COMMON
SHARES OF SHARES OF STOCK
COMMON COMMON TO BE
STOCK STOCK OWNED
OWNED ON REGISTERED AFTER SALE OF SHARES
NAME MAY 1, 1998 HEREUNDER
- ------------------------------------ ----------------- -------------------------- ----------------------
<S> <C> <C> <C>
John M. Albertine 14,456 4,300 (3) 14,456
Bernard J. Kennedy 3,781 7,700 (3) 3,781
Holger Hjelm 0 1,500 (3) 0
Douglas J. MacMaster, Jr. 4,000 8,100 (3) 4,000
Klaus K. Oertel 500 6,900 (3) 500
Victor A. Rice 999 4,900 (3) 999
Jerre L. Stead 5,000 4,500 (3) 5,000
Kurt Wiedenhaupt (1) 19,422 350,000 (2) 19,422
Ungranted Options 46,616 (4)
Totals 48,158 434,516 48,158
</TABLE>
4
<PAGE> 8
(1) Mr. Wiedenhaupt is also President and Chief Executive Officer of the
Company and has served as such since 1992.
(2) Includes (a) 200,000 shares subject to an option granted to Mr.
Wiedenhaupt pursuant to the 1997 Officers Stock Option Plan, and (b)
150,000 shares, which represent the maximum number of shares subject to
options which may be granted Mr. Wiedenhaupt under the 1998 Employees
Stock Option Plan.
(3) Represents shares subject to options granted under the 1995 Directors
Stock Option Plan, as Amended and Restated, from shares registered
hereunder.
(4) Represents options which may be granted under the 1995 Directors Stock
Option Plan, as Amended and Restated, from shares registered hereunder
and which have not been allocated to any Selling Stockholder but may in
the future be so allocated, listed as "Ungranted Options".
5
<PAGE> 9
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 in
connection with such sales. In 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 and filing this Prospectus and the related Registration Statement. The
Selling Stockholders have been advised that they are subject to the applicable
provisions of the Securities Act and the Exchange Act, including without
limitation, Regulation M thereunder.
6
<PAGE> 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents filed with
the Commission:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
(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
Exchange Act 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 Exchange Act, 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 herein or 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 is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
LEGAL MATTERS
Legal matters with respect to the Common Stock being offered hereby, have been
passed upon for the Company by Jaeckle Fleischmann & Mugel, LLP, Buffalo, New
York.
EXPERTS
The consolidated financial statements incorporated in this Prospectus and the
Registration Statement of which it is a part by reference to the Annual Report
on Form 10-K for the year ended December 31, 1997, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
7
<PAGE> 11
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, the law of the jurisdiction
in which the Company 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 Company's Certificate of Incorporation
provides that the Company 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 Company or served or serves any other
enterprise at the request of the Company as a director, officer, employee, or
agent.
The Company has also entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers. The
Indemnification Agreement provides that the Company 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
Company, 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 Company 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 nonderivative proceedings, except that
indemnification is not available to an Indemnitee who is adjudged liable to the
Company unless a court determines otherwise.
The Company's Certificate of Incorporation contains a provision which limits a
director's personal liability for monetary damages to the Company or its
stockholders under certain circumstances. It provides that a director of the
Company shall not be personally liable to the Company 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 Company or
its stockholders, (ii) act or omissions not in good faith
8
<PAGE> 12
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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Act and is therefore enforceable.
9
<PAGE> 13
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
(Form S-8)
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 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
(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 herein or 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 is also
incorporated by reference herein modifies or supersedes such statement. Any
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
(Form S-8)
Not applicable.
II-1
<PAGE> 14
Item 5. Interests of Named Experts and Counsel
(Form S-8)
Not Applicable.
Item 6. Indemnification of Directors and Officers
(Form S-8) and Item 15 (Form S-3)
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
nonderivative proceedings, except that indemnification is not available to an
Indemnitee who is adjudged liable to the Registrant unless a court determines
otherwise.
II-2
<PAGE> 15
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.
Item 7. Exemption from Registration Claimed
(Form S-8)
Not applicable.
Item 8. Exhibits
(Form S-8) and Item 16 (Form S-3)
Exhibit
Number Description of Exhibits
------------- ----------------------------------------------------
4(a) American Precision Industries Inc. 1998 Employees
Stock Option Plan (incorporated herein by reference
to Annex A in the Company's definitive Proxy
Statement dated March 25, 1998).
4(b) American Precision Industries Inc. 1997 Employees
Stock Option Plan (incorporated herein by reference
to Annex B in the Company's definitive Proxy
Statement dated March 25, 1998).
4(c) American Precision Industries Inc. 1995 Directors
Stock Option Plan as Amended and Restated
(incorporated herein by reference to Annex C in the
Company's definitive Proxy Statement dated March 25,
1998).
5 Opinion of Jaeckle Fleischmann & Mugel, LLP. *
23(a) Consent of Jaeckle Fleischmann & Mugel, LLP
(included in their opinion filed as Exhibit 5).
23(b) Consent of Price Waterhouse LLP.*
- -----------------
* Filed herewith
II-3
<PAGE> 16
Item 9. Undertakings
(Form S-8) and Item 17 (Form S-3)
(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:
(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) 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 paragraphs (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 with or furnished to
the Commission 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> 17
(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 (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 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> 18
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 on 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 May 30, 1998.
AMERICAN PRECISION INDUSTRIES INC.
By: /s/ John M. Murray
----------------------------------
John M. Murray
Vice President - Finance
II-6
<PAGE> 19
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints each of Kurt Wiedenhaupt and Bruce McH. Kirchner
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/ Kurt Wiedenhaupt Chairman of the Board, May 30, 1998
- --------------------------------- President and Chief Executive Officer
Kurt Wiedenhaupt
/s/ Bruce McH. Kirchner Vice President and Chief Financial Officer May 30, 1998
- --------------------------------- (Principal Financial Officer)
Bruce McH. Kirchner
/s/ Mark E. Wood Corporate Controller May 30, 1998
- --------------------------------- (Principal Accounting Officer)
Mark E. Wood
/s/ John M. Albertine Director May 30, 1998
- ---------------------------------
John M. Albertine
/s/ Holger Hjelm Director May 30, 1998
- ---------------------------------
Holger Hjelm
/s/ Bernard J. Kennedy Director May 30, 1998
- ---------------------------------
Bernard J. Kennedy
/s/ Douglas J. MacMaster, Jr. Director May 30, 1998
- ---------------------------------
Douglas J. MacMaster, Jr.
/s/ Klaus K. Oertel Director May 30, 1998
- ---------------------------------
Klaus K. Oertel
Director
- ---------------------------------
Victor A. Rice
/s/ Jerre L. Stead Director May 30, 1998
- ---------------------------------
Jerre L. Stead
</TABLE>
II-7
<PAGE> 1
[JAECKLE FLEISCHMANN & MUGEL, LLP LETTERHEAD]
EXHIBIT 5
June 2, 1998
American Precision Industries Inc.
2777 Walden Avenue
Buffalo, New York 14225
Ladies and Gentlemen:
Re: Registration Statement on Form S-8 on Form S-3
(the "Form S-8") under the Securities Act of 1933, covering
the Registration of 734,516 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 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, LLP
<PAGE> 1
Exhibit 23(b)
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated February 16, 1998
appearing on page 21 of American Precision Industries Inc.'s Annual Report on
Form 10-k for the year ended December 31, 1997. 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
June 5, 1998
