As filed with the Securities and Exchange Commission on October 23, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
QMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 63-0737870
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
ONE MAGNUM PASS, MOBILE, ALABAMA 36618
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(Address of Principal Executive Offices)
(Zip Code)
QMS, INC. 1987 STOCK OPTION PLAN
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(Full Title of the Plan)
GERALD G. ROENKER
QMS, INC.
ONE MAGNUM PASS, MOBILE, ALABAMA 36618
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(Name and Address of Agent for Service)
(334) 633-4300
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(Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
G. WILLIAM SPEER, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY
191 PEACHTREE STREET, N.E.
SIXTEENTH FLOOR
ATLANTA, GEORGIA 30303
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(3) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 $5.4375 $2,718,750 $824
$0.01 par value shares
</TABLE>
(1) Representing shares of the Registrant's common stock, $.01 par value (the
"Common Stock") that may be issued and sold by the Registrant in connection with
the Registrant's 1987 Stock Option Plan (the "Plan"). This Registration
Statement also covers such indeterminable number of additional shares as may
become issuable to prevent dilution in the event of stock splits, stock
dividends or similar transactions pursuant to the terms of the Plan. Pursuant
to separate Registration Statements on Form S-8, the Registrant previously
registered 400,000 shares of Common Stock on October 6, 1988 (Reg. No. 33-24780)
and 1,000,000 Shares of Common Stock on April 2, 1992 (Reg. No. 33-46949), which
are not included in the above figure subject to issuance under the Plan.
(2) Based on the average of the high and low prices of the Registrant's Common
Stock as reported on the New York Stock Exchange on October 22, 1996.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
(REG. NO. 33-24780 AND REG. NO. 33-46949).
The contents of the Registration Statements on Form S-8 filed by the
Registrant on October 6, 1988 (Reg. No. 33-24780) and on April 2, 1992 (Reg. No.
33-46949) relating to the Plan are hereby incorporated by reference pursuant to
General Instruction E to Form S-8.
ITEM 8. EXHIBITS.
The following opinions and consents are filed with this Registration
Statement.
Exhibit
Number Description
------ -----------
5 Opinion of counsel with respect to the securities being
registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this
Registration Statement).
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 Orlando, Florida, on the 23rd day of October, 1996.
QMS, INC.
By: /s/ James L. Busby
------------------
James L. Busby
President
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James L. Busby, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, 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 said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their 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 in the capacities
indicated on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James L. Busby President and Director October 23, 1996
James L. Busby (Principal Executive Officer)
/s/ Gerald G. Roenker Executive Vice President, Chief October 23, 1996
Gerald G. Roenker Operating Officer, and Treasurer
(Principal Financial Officer)
/s/ Donald L. Parker, Ph.D. Executive Vice President, October 23, 1996
Donald L. Parker, Ph.D. Chief Technology Officer,
and Director
/s/ Richard A. Wiggins Vice President and Corporate October 23, 1996
Richard A. Wiggins Controller
/s/ Lucius E. Burch, III Director October 23, 1996
Lucius E. Burch, III
/s/ Rigdon Currie Director October 23, 1996
Rigdon Currie
/s/ Charles D. Daley Director October 23, 1996
Charles D. Daley
/s/ Michael C. Dow Director October 23, 1996
Michael C. Dow
/s/ Jack Edwards Director October 23, 1996
Jack Edwards
/s/ S. Felton Mitchell, Jr. Director October 23, 1996
S. Felton Mitchell, Jr.
</TABLE>
EXHIBIT INDEX
-------------
Exhibit Page
Number Description Number
------ ----------- ------
5 Opinion of counsel with respect to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
Exhibit 5
October 23, 1996
QMS, Inc.
One Magnum Pass
Mobile, Alabama 36618
Re: Registration Statement on Form S-8
QMS, Inc. 1987 Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for QMS, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act
of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") of an aggregate of 500,000 shares (the "Shares")
of common stock, $.01 par value, of the Company, to be offered and sold by
the Company pursuant to the Company's 1987 Stock Option Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.
This opinion is limited to the Delaware General Corporation Law.
QMS, Inc.
October 23, 1996
Page 2
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt of lawful
consideration therefor pursuant to the Plan, such Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy
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POWELL, GOLDSTEIN, FRAZER & MURPHY
Exhibit 23.2
We consent to the incorporation by reference in this Registration Statement
of QMS, Inc. on Form S-8 of our reports dated November 7, 1995 (December 8, 1995
as to Note 18) included in the Annual Report on Form 10-K of QMS, Inc. for the
year ended September 29, 1995.
/s/ Deloitte & Touche LLP
-------------------------
DELOITTE & TOUCHE LLP
Birmingham, Alabama
October 23, 1996
