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As filed with the Securities and Exchange Commission on August 29, 1995
Registration Statement No. 33-31330
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
LABARGE, INC.
(Exact name of registrant as specified in its charter)
Delaware 73-0574586
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
707 N. Second Street
St. Louis, Missouri 63178-4499
___________________________________________
(Address of Principal Executive Offices)
LaBarge, Inc. 1987 Incentive Stock Option Plan
LaBarge, Inc. 1993 Incentive Stock Option Plan
(Full Title of Plan)
WILLIAM J. MAENDER
Vice President and Chief Financial Officer
LABARGE, INC.
707 N. Second Street
St. Louis, Missouri 63178-4499
(Name and Address of Agent for Service)
(314) 231-5960
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1)(2) Per Share(3) Price(3) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value, to be 394,000 $3.906 $1,539,000 $531.00
issued pursuant to the Plans Shares
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(1) 94,000 shares of Common Stock as being registered pursuant to the 1987
Incentive Stock Option Plan and 300,000 shares are being registered
pursuant to the 1993 Incentive Stock Option Plan.
(2) Also registered hereby are such additional indeterminate number of
shares of Common Stock or other securities as may become issuable by
reason of adjustments pursuant to the anti-dilution provisions of the
plans.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and the
low prices of the Common Stock of LaBarge, Inc. as reported on August
22, 1995 on the American Stock Exchange.
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This Registration Statement contains 12 sequentially numbered pages.
The Exhibit Index appears at sequentially numbered page 8.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by LaBarge, Inc. (the
"Company" or "Registrant") and relates to (i) 94,000 shares of the Company's
Common Stock issuable under the LaBarge, Inc. 1987 Incentive Stock Option Plan
and (ii) 300,000 shares of the Company's Common Stock issuable under the
LaBarge, Inc. 1993 Incentive Stock Option Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1: Plan Information.*
ITEM 2: Registrant Information and Employee Plan Annual Information.*
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are hereby incorporated by reference into
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K, filed for the fiscal
year ended July 2, 1995.
(b) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 No. 33-23137, effective
September 28, 1988.
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. 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.
Inapplicable.
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ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
sets forth provisions pursuant to which officers and directors of the Company
may be indemnified against any liabilities which they may incur in their
capacity as such. Article VII of the Company's by-laws, as amended, provides
for the indemnification of directors and officers of the Company against
certain liabilities under certain circumstances.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 by the Company may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company understands that the Securities and Exchange Commission
is of the opinion that such indemnification is against public policy as
expressed in said Act and therefore may be unenforceable.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8: EXHIBITS.
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EXHIBIT DESCRIPTION
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4.1 Certificate of Incorporation, as amended, previously filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1980 and
incorporated herein by reference.
4.1(a) Amendment to Certificate of Incorporation previously filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1987 and
incorporated herein by reference.
4.1(b) Amendment to Certificate of Incorporation dated June 23, 1988, previously filed as
Exhibit 3.1(b) to the Company's Registration Statement on Form S-1 #33-23137 as
filed with the Commission on July 19, 1988 and incorporated herein by reference.
4.1(c) Amendment to Certificate of Incorporation dated August 24, 1989, previously filed
as Exhibit 3.1(c) to the Company's Current Report on Form 8-K as filed with the
Commission on August 24, 1989, and incorporated herein by reference.
4.1(d) Amendment to Certificate of Incorporation dated November 5, 1992, previously filed
as Exhibit 3.1(d) to the Company's Annual Report on Form 10-K as filed with the
Commission on September 3, 1993, and incorporated herein by reference.
4.1(e) Amendment to Certificate of Incorporation dated January 31, 1994, previously filed
as Exhibit 3.1(e) to the Company's Quarterly Report on Form 10-Q as filed with the
Commission on May 4, 1994, and incorporated herein by reference.
4.2 By-Laws, as amended, previously filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1980 and incorporated herein
by reference.
5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding legality of shares
being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Armstrong, Teasdale, Schlafly & Davis (incorporated in Exhibit 5
described above).
25 Powers of Attorney (See Signature Page).
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ITEM 9: UNDERTAKINGS.
(a) The 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;
(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 (i) and (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 by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the 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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant'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) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of St. Louis, State of Missouri on the 17th day of
August, 1995.
LABARGE, INC.
By: ____________________________________
Craig E. LaBarge
President and Chief Executive Officer
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Each person whose signature appears below constitutes and appoints
Craig E. LaBarge and William J. Maender his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
re-substitution, for him and in his name, place or stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
hereby ratifying and confirming all that said attorneys-in-fact and agents,
each acting alone, 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 has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Pierre L. LaBarge, Jr.
- ------------------------------ Chairman of the Board 8/15/95
Pierre L. LaBarge, Jr. and Director
/s/ Craig E. LaBarge
- ------------------------------ President, Chief Executive Officer 8/15/95
Craig E. LaBarge and Director
/s/ William J. Maender
- ------------------------------ Vice President, Chief Financial Officer 8/15/95
William J. Maender and Director
/s/ J. C. Kahn, Jr.
- ------------------------------ Executive Vice President, (Chief Operating 8/15/95
J. C. Kahn, Jr. Officer) and Director
/s/ Gas G. Casten
- ------------------------------ Director 8/15/95
Gas G. Casten
/s/ Richard P. Connerly
- ------------------------------ Director 8/15/95
Richard P. Connerly
/s/ R. Hal Dean
- ------------------------------ Director 8/15/95
R. Hal Dean
/s/ Edward J. Nestor, Jr.
- ------------------------------ Director 8/15/95
Edward J. Nestor, Jr.
/s/ James P. Shanahan, Jr.
- ------------------------------ Director 8/15/95
James P. Shanahan, Jr.
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
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EXHIBIT DESCRIPTION
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<S> <C>
4.1 Certificate of Incorporation, as amended, previously filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1980 and
incorporated herein by reference.
4.1(a) Amendment to Certificate of Incorporation previously filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1987 and
incorporated herein by reference.
4.1(b) Amendment to Certificate of Incorporation dated June 23, 1988, previously filed as
Exhibit 3.1(b) to the Company's Registration Statement on Form S-1 as filed with
the Commission on July 19, 1988 and incorporated herein by reference.
4.1(c) Amendment to Certificate of Incorporation dated August 24, 1989, previously filed
as Exhibit 3.1(c) to the Company's Current Report on Form 8-K as filed with the
Commission on August 24, 1989, and incorporated herein by reference.
4.1(d) Amendment to Certificate of Incorporation dated November 5, 1992, previously filed
as Exhibit 3.1(d) to the Company's Annual Report on Form 10-K as filed with the
Commission on September 3, 1993, and incorporated herein by reference.
4.1(e) Amendment to Certificate of Incorporation dated January 31, 1994, previously filed
as Exhibit 3.1(e) to the Company's Quarterly Report on Form 10-Q as filed with the
Commission on May 4, 1994, and incorporated herein by reference.
4.2 By-Laws, as amended, previously filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1980 and incorporated herein
by reference.
5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding legality of shares
being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Armstrong, Teasdale, Schlafly & Davis (incorporated in Exhibit 5
described above).
25 Powers of Attorney (See Signature Page).
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EXHIBIT 5 (a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
LaBarge, Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
St. Louis, Missouri
August 24, 1995
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EXHIBIT 5 (b)
[ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LETTERHEAD]
August 24, 1995
Board of Directors
LaBarge, Inc.
707 North Second Street
St. Louis, Missouri 63102
Gentlemen:
In our capacity as counsel for LaBarge, Inc., a Delaware corporation
(the "Company"), we have examined the Registration Statement on Form S-8 (the
"Registration Statement") proposed to be filed by the Company with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, relating to up to 394,000 shares of common stock, par
value $.01 per share (the "Common Stock"), to be offered by the Company to its
employees pursuant to options issued under the Company's Incentive Stock Option
Plans of 1987 and 1993 (the "Plans"). In connection herewith, we have examined
such records, documents and proceedings as we deem relevant and necessary as a
basis for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
1. The shares of Common Stock referred to above, to the extent
actually issued pursuant to the Plans, will have been duly
and validly authorized and issued and will be fully paid and
non-assessable shares of the Company;
2. Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of the Common Stock
of the Company.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
Armstrong, Teasdale, Schlafly & Davis
