<PAGE>
As filed with the Securities and Exchange Commission on September 8, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SUMMA INDUSTRIES
(Exact name of registrant as specified in its charter)
California 95-1240978
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21250 Hawthorne Boulevard, Suite 500, Torrance, California 90503
(Address of Principal Executive Office, including Zip Code)
SUMMA INDUSTRIES EMPLOYEE STOCK OWNERSHIP PLAN
SUMMA INDUSTRIES 401(k) SAVINGS & RETIREMENT PLAN
(Full title of the plans)
James R. Swartwout
21250 Hawthorne Boulevard, Suite 500
Torrance, California 90503
(Name and address of agent for service)
(310) 792-7024
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
- ------------------ -------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares $6.00 $1,200,000.00 $363.64
$.001 par value
</TABLE>
================================================================================
(1) Pursuant to Rule 457(a), estimated solely for the purpose of calculating
the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to participants as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by Summa Industries (the
"Company") with the Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
November 30, 1996, February 28, 1997 and May 31, 1997; and
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into the prospectus and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation limit the liability of directors to
the maximum extent permitted by California law. California law provides that
directors of a California corporation will not be personally liable for monetary
damages for breach of the fiduciary duties as directors except for liability as
a result of their duty of loyalty to the company for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, unlawful payments of dividends or stock transactions, unauthorized
distributions of assets, loans of corporate assets to an officer or director,
unauthorized purchase of shares, commencing business before obtaining minimum
capital, or any transaction from which a director derived an improper benefit.
Such limitations do not affect the availability of equitable remedies such as
injunctive relief or rescission. In addition, the Company's Bylaws provide that
the Company must indemnify its officers and directors, and may indemnify its
employees and other agents, to the fullest extent permitted by California law.
At present, there is no pending litigation or proceeding involving any director,
officer, employee, or agent of the Company where indemnification will be
required or permitted. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits.
See Exhibit Index appearing at page 6 below. The registrant hereby
undertakes to submit, or has submitted, the Plans and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner, and has made or will
make all changes required by the IRS in order to qualify the Plans under Section
401 of the Internal Revenue Code.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and 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 Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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.
(h) Insofar as indemnification for liabilities arising under the Securities
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 pubic 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 Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Torrance, State of California, on September 5, 1997.
SUMMA INDUSTRIES
By: s/ James R. Swartwout
--------------------------------
James R. Swartwout, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/James R. Swartwout Chairman of the Board September 5, 1997
- ----------------------------------
James R. Swartwout
/s/Coalson C. Morris Director September 5, 1997
- ----------------------------------
Coalson C. Morris
/s/Dale H. Morehouse Director September 5, 1997
- ----------------------------------
Dale H. Morehouse
Director September _, 1997
- ----------------------------------
Michael L. Horst
/s/William R. Zimmerman Director September 5, 1997
- ----------------------------------
William R. Zimmerman
Director September _, 1997
- ----------------------------------
David McConaughy
/s/Karl V. Palmaer Director September 5, 1997
- ----------------------------------
Karl V. Palmaer
Director September _, 1997
- ----------------------------------
Byron C. Roth
/s/Josh T. Barnes Director September 5, 1997
- ----------------------------------
Josh T. Barnes
/s/Paul A. Walbrun Vice President, September 5, 1997
- ---------------------------------- Controller
Paul A. Walbrun and Secretary
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Phillips & Haddan LLP
10.1 Summa Industries Employee Stock Ownership Plan*
10.1 Summa Industries 401(k) Savings & Retirement Plan*
23.1 Consent of Arthur Andersen LLP
24.2 Consent of Phillips & Haddan LLP (included in Exhibit 5.1).
</TABLE>
________________________________
* Incorporated by this reference to Summa Industries' Annual Report on Form 10-K
for the fiscal year ended August 31, 1996.
6
<PAGE>
EXHIBIT 5.1
September 5, 1997
Summa Industries
21250 Hawthorne Boulevard
Suite 500
Torrance, California 90503
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
In connection with the pending Registration Statement on Form S-8 (the
"Registration Statement") filed by our client Summa Industries, a California
corporation (the "Company"), pertaining to the issuance and sale of up to an
aggregate of 200,000 shares of the Company's Common Stock (the "Shares")
issuable under the Company's Employee Stock Ownership Plan and the Company's
401(k) Plan (collectively, the "Plans"), we have been requested to provide our
opinion as to certain legal matters regarding the issuance of the Shares.
For the purpose of rendering this opinion, we have made such legal and
factual examination and inquiries as we have deemed necessary or appropriate for
purposes of this opinion. On the basis of such examination and inquiries, and
relying thereon, we are of the opinion that the Shares, when issued and sold
upon exercise of options granted and to be granted under the Plans on the terms
and conditions set forth therein, will be duly authorized and validly issued,
fully paid and nonassessable under the laws of the State of California.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under Item 5 of Part II of the
Registration Statement.
Very truly yours,
PHILLIPS & HADDAN LLP
By: /s/ JAMES M. PHILLIPS, JR.
---------------------------
James M. Phillips, Jr
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 3, 1996
included in Summa Industries' Form 10-K for the year ended August 31, 1996 and
to all references to our Firm included in this registration statement on
Form S-8.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Orange County, California
September 4, 1997
