As filed with the Securities and Exchange Commission
on May 15, 2000
Registration No. 333-01511
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ARROW-MAGNOLIA INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Texas 75-0408335
(State of incorporation) (I.R.S. Employer
Identification No.)
2646 Rodney Lane
Dallas, Texas 75229
(Address, including zip code, of principal executive offices)
Amended and Restated Non-Qualified Stock Option Plan
(Full title of the plan)
Morris Shwiff
President
2646 Rodney Lane
Dallas, Texas 75229
(972)247-7111
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Christopher M. Hewitt
Hewitt & Hewitt, P.C.
2612 Thomas Avenue
Dallas, Texas 75204
Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Number of Proposed Proposed
Title of Additional Maximum Maximum
Securities Shares Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share (2) Price Fee
Common Stock,
$0.10 par
value 42,000 $2.50 $105,000 $27.72
(1) The Company previously registered 746,000 shares of Common Stock, which
after subsequent stock splits and dividends currently equals 820,600 shares
subject to the Amended and Restated Non-Qualified Stock Option Plan, all of
which are covered by the existing registration statement pursuant to Rule
416. As of April 28, 2000 options have been exercised to acquire the
equivalent of 29,987 shares and the plan has been amended to authorize
options to acquire an additional 42,000 shares, leaving 832,613 shares
presently subject to the plan. This amendment registers the additional
42,000 shares authorized under the plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) on the basis of the average of the high and low
prices of the Company's Common Stock as reported on the Nasdaq SmallCap
Market on April 27, 2000.
EXPLANATORY NOTE
The Prospectus filed as a part of this Registration Statement has been
prepared in accordance with the requirements of Form S-3 pursuant to
Instruction C to Form S-8 and may be used for reoffers or resales of the
Company's Common Stock to be acquired by the persons named therein pursuant
to the Company's Amended and Restated Non-Qualified Stock Option Plan.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Mark Kenner* Vice Chairman and Chief }
Mark Kenner Executive Officer }
}
}
/s/ Fred Kenner* President and Chief }
Fred Kenner Operating Officer }
}
}
/s/ Morris Shwiff Director and Chairman } May 1,
Morris Shwiff of the Board } 2000
}
}
/s/ Robert D. DeRosier* Director }
Robert D. DeRosier }
}
}
/s/ Clifton R. Duke* Director }
Clifton R. Duke }
*By: Morris Shwiff
Morris Shwiff, Attorney-in-Fact
