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As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 33-16024
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NEW BRUNSWICK SCIENTIFIC CO., INC.
(Exact name of registrant as specified in its charter)
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New Jersey
(State or other Jurisdiction of 22-1630072
incorporation or organization) (I.R.S. Employer Identification No.)
44 Talmadge Road, P.O. Box 4005
Edison, New Jersey 08818-4005
(732) 287-1200
(Address, including zip code, including area code,
of registrant's principal executive offices)
New Brunswick Scientific Co., Inc.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Ezra Weisman, President
44 Talmadge Road, P.O. Box 4005
Edison, New Jersey 08818-4005
(732) 287-1200
(Name, Address, including zip code and telephone number
including area code, of agent for service)
-------------------
Copies to:
Peter D. Hutcheon, Esq.
Norris, McLaughlin & Marcus
A Professional Corporation
721 Route 202-206
P.O. Box 1018
Somerville, NJ 08876-1018
(908) 722-0700
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share (2) Price (3) Fees
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<S> <C> <C> <C> <C>
Common Stock,$.0625 par value per Share 115,500 $7.00 $808,500 $245.00
shares
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein. This amendment solely increases the amount of
registered shares from 115,500 to 231,000 shares.
(2) Based upon last reported sale price on the over-the-counter-market, as
quoted on NASDAQ on August 29, 1997.
(3) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the product resulting from
multiplying 115,500, the number of additional shares registered by this
Amendment No. 1 to the Registration Statement by $7.00 per share, the
last reported sales price on the over the counter market as quoted on
NASDAQ on August 29, 1997.
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TABLE OF CONTENTS
<S> <C> <C>
Item 1. Plan Information....................................................................................... *
Item 2. Registrant Information and Plan Annual Information..................................................... *
Item 3. Incorporation of Documents by Reference................................................................ 3
Item 4. Description of Securities............................................................................. **
Item 5. Interests of Named Experts and Counsel................................................................ **
Item 6. Indemnification of Directors and Officers............................................................. **
Item 7. Exemption from Registration Claimed................................................................... **
Item 8. Exhibits............................................................................................... 3
Item 9. Undertakings.......................................................................................... **
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* Separately given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a
document which does not constitute a part of this Registration
Statement but which shall, together with the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II
hereof, constitute a prospectus under Section 10(a) of the Securities
Act of 1933.
** The contents of New Brunswick Scientific Co., Inc,'s Registration
Statement on Form S-8, Registration #33-16024, are incorporated herein
by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Omitted.
Item 2. Registrant Information and Plan Annual Information
Omitted.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
THE CONTENTS OF NEW BRUNSWICK SCIENTIFIC CO., INC.'s REGISTRATION
STATEMENT ON FORM S-8, REGISTRATION #33-16024 ARE INCORPORATED HEREIN BY
REFERENCE.
The following documents filed by New Brunswick Scientific Co.,
Inc. (the "Company") with the Commission are also incorporated herein by
reference:
(a) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, and June 30, 1997;
(b) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996; and
(c) The material under the caption "Capital Stock to be
Registered" in the Company's Registration Statement
on Form 8-A under Section 12(g) of the Securities
Exchange Act of 1934 filed with the Commission on
April 13, 1973, which incorporates by reference the
information under "Common Stock" in the prospectus
constituting a part of the Company's Registration
Statement on Form S-1, as amended and effective on
March 14, 1972 (File No. 2-42505).
In addition to the foregoing, all documents subsequently 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
indicating that all of the 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 part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that 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 8. Exhibits
4(a) New Brunswick Scientific Co., Inc. Employee Stock
Purchase Plan
*4(b) 1995 Amendment to New Brunswick Scientific Co., Inc.
Employee Stock Purchase Plan
*5 Opinion of Norris, McLaughlin & Marcus, P.A.
*23(a) Consent of KPMG Peat Marwick, LLP
23(b) Consent of Norris, McLaughlin & Marcus, P.A.
(included in Exhibit 5)
24 Power of Attorney (included on signature page)
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*Filed herewith
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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 Township of Edison, State of New Jersey on the 3rd day
of September, 1997.
NEW BRUNSWICK SCIENTIFIC CO., INC.
By: /s/ Ezra Weisman
--------------------------------
Ezra Weisman, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Freedman and Ezra Weisman, and
either of them (with full power in each to act alone), his true and lawful
attorneys-in-fact, with full power of substitution, 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 Registrant 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 said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact, or
their 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 by the following persons in the
capacities and on the dates indicated below.
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<S> <C> <C>
/s/ David Freedman Chairman of the Board August 26, 1997
- ------------------------------- and Director
David Freedman
/s/ Ezra Weisman President, Chief August 26, 1997
- ------------------------------- Executive Officer,
Ezra Weisman and Director
/s/ Sigmund Freedman Treasurer and August 26, 1997
- ------------------------------- Director
Sigmund Freedman
/s/ Samuel Eichenbaum Chief Financial August 26, 1997
- ------------------------------- Officer
Samuel Eichenbaum and Vice President,
Finance
- ------------------------------- Director ______ __, 1997
Bernard Leon
/s/ Kiyoshi Masuda Director August 26, 1997
- -------------------------------
Kiyoshi Masuda
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<S> <C> <C>
/s/ Ernest Gross Director August 26, 1997
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Ernest Gross
/s/ Martin Siegel Director August 26, 1997
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Martin Siegel
/s/ David Pramer Director August 26, 1997
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Dr. David Pramer
/s/ Marvin Weinstein Director August 26, 1997
- -------------------------------
Dr. Marvin Weinstein
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EMPLOYEE STOCK PURCHASE PLAN
OF NEW BRUNSWICK SCIENTIFIC CO., INC.
1. Reservation of Stock
To encourage and facilitate the purchase of capital stock of New
Brunswick Scientific Co., Inc., there is hereby reserved for sale under the
Employee Stock Purchase Plan of New Brunswick Scientific Co., Inc. (the "Plan")
231,000 authorized but unissued shares of Common stock, par value $0.0625 per
share, of New Brunswick Scientific Co., Inc. (the "Company"). Authorized but
unissued shares are reserved under the Plan; however, issued shares that have
been or may be reacquired by the Company, either especially for use under the
Plan or otherwise, may be used for purposes of the Plan from time to time in
place of the reserved shares.
2. Eligibility
All regular employees of the Company and those of its subsidiaries in
which the Company owns or controls at least 75% of the shares of capital stock
(of all classes) outstanding (i) whose customary employment is for more than 20
hours per week and for more than five months in any calendar year, and (ii) who
have completed twelve or more months of employment with the Company or such
subsidiaries as of an enrollment date, as defined below, shall be eligible to
participate in the Plan. If the Company's ownership or control of the
outstanding capital stock of any subsidiary in which it owns at least 75%
thereof as of the date the Plan becomes effective shall become less than 75%
thereof after such date, then the Board of Directors may, in its discretion,
terminate the eligibility of the employees of such subsidiary. Such termination
may, at the election of the directors, be effective (i) immediately, in which
case all amounts accumulated for the affected employees under Section 3 of the
Plan shall promptly be returned to them, or (ii) immediately following the next
succeeding date for the purchase of shares, as determined under Section 4 of the
Plan.
Each employee who is eligible to participate in the Plan may enroll in
the Plan by signing a form provided by the Company to authorize payroll
deductions for contributions to the Plan. Such enrollment form shall be
completed and returned to the Company at least 2 days prior to each enrollment
date, the enrollment dates for the Plan being the first day of June and the
first day of December of each year.
Notwithstanding the above, no employee of the Company or its
subsidiaries shall be granted a right to purchase shares under the Plan if,
immediately after such right is granted, such employee would own or hold a right
to purchase stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company or of any of its subsidiaries,
within the meaning of the rules set forth in Section 423 (b)(3) of the Internal
Revenue Code of 1986.
3. Payroll Deductions
Each participant in the Plan shall authorize payment for the shares to
be purchased by him through allotments from his pay in even dollar amounts, in
any pay period, not to exceed ten per cent (10%) of his gross pay. The maximum
amount, however, which may be allotted through payroll deductions by each
participant shall not exceed $5,000.00 in any one year during the duration of
the Plan. Such payroll deductions must be made in each regular pay period.
Subject to the foregoing maximum percentage and dollar amount, a participant may
change the amount of his future allotments as of the beginning of any six-month
enrollment period by filing notice of the change with the Controller of the
Company at least twenty-one (21) days prior to the start of a six-month
enrollment period. An account will be maintained for each participant to which
will be credited amounts allotted from his pay and to which will be charged his
withdrawals and the amounts expended for his purchase of shares. Amounts
allotted by participants will be segregated from the Company's assets, and are
to be deposited in special bank accounts maintained especially for the
administration of the Plan.
The Company will furnish to each participant promptly after the end of
each six-month period a statement of his account in reasonable detail.
4. Method of Purchase
a) Beginning on November 30, 1987 and on the last day of each six-month
period thereafter, so long as the Plan remains in effect, the Company
shall apply the contributions accumulated in each participant's account
as of such date to the purchase of authorized but unissued, or
reacquired, shares of its capital stock, provided that prior to such
date the participant may submit a Notification of Non-Purchase Form, in
which case no shares shall be purchased for the participant for such
period. Any balance remaining in a participant's account after a
purchase (or after an election not to purchase) shall be refunded to
the participant, except that any amounts representing a fractional
share which remain in a participant's account after a purchase will be
carried over to the next succeeding period and either applied to the
purchase of shares or refunded to the participant, as applicable.
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b) The number of shares to be purchased shall be determined by dividing
the amount of accumulated contributions by the lesser of:
(i) 85% of the last reported closing bid price in the
over-the-counter market on the last day of the
six-month period as quoted by NASDAQ and reported in
The Wall Street Journal or other similar financial
publications) for such date; or
(ii) 85% of the last reported closing bid price in the
over-the-counter market on the first day of the
six-month period as quoted by NASDAQ and reported in
The Wall Street Journal or other similar financial
publications) for such date.
As soon as practicable after the purchase date, the Company shall issue
to each participant a certificate evidencing the whole number of shares
purchased.
c) No Participant shall have the right to purchase stock under all stock
purchase plans of the Company and its parent or subsidiary corporations
at an accrued rate exceeding $25,000 of the fair market value of such
shares (determined at the time such right to purchase is granted) for
each calendar year in which such right to purchase is outstanding at
any time.
5. Ownership of Stock; Non-Assignability
No Participant as such shall be considered to own or have any interest
in any shares of stock other than the whole shares purchased for him out of his
account as above provided. Each participant or such other person as he shall
have designated to become the record owner) shall be deemed the owner of record
of any shares so purchased, on the date of issuance of the certificate
evidencing the shares purchased.
The right to purchase stock under the Plan shall be non-assignable. Any
purported assignment or transfer of such right, voluntary or involuntary, shall
be deemed to be an election not to exercise such right to purchase stock, and
any sum accumulated at the time of any termination of employment for any reason,
including death, shall be refunded.
6. Withdrawal from the Plan
Any participant may withdraw from the Plan at any time by giving
written notice of such withdrawal to the Controller of the Company at least five
(5) business days before the date of withdrawal. Promptly after a participant's
withdrawal, he will be paid all amounts standing to his credit in his account. A
participant who has withdrawn may, if he remains eligible to participate in the
Plan, resume his participation as of the first day of any six-month payment
period beginning after his withdrawal, by filing a new application form at least
twenty-one days prior to such date, provided that no employee may re-enter the
Plan more than twice without approval of the Committee administering the Plan.
A participant shall be deemed automatically to have withdrawn from the
Plan at the time of his ceasing for any reason to be employed by the Company, or
its subsidiaries described in section 2 above, or at the time he ceases to be
eligible to participate in the Plan. Any amounts standing to his credit in his
account shall be paid and delivered to him. In the event of the death of a
participant, any amounts standing to his credit in his account shall be paid and
delivered to his executor or administrator. A leave of absence shall not be
considered a termination of employment so as to effect withdrawal from the Plan
provided such leave of absence is in accordance with established Company policy.
7. Administration
The Plan shall be administered by a Committee of at least three
members, who are appointed by (and subject to removal by) the Board of Directors
of the Company. Members of the Committee need not be directors of the Company.
Subject to direction of the Board, the Committee shall make such interpretations
and adopt regulations as it may deem desirable or necessary in connection with
the operation of the Plan. Members of the Committee shall receive no separate
compensation for serving on the Committee.
8. Duration and Amendment
The Plan is to continue in effect until 200,000 shares have been sold
under it, subject, however, to termination at anytime by the Board of Directors
of the Company. Upon termination of the Plan, all amounts standing to the credit
of participants shall be distributed to them in the same manner as if they had
withdrawn from the Plan.
The Plan is subject to amendment at any time by the Board of Directors
except that, without the approval of the stockholders of the Company, the number
of shares which may be sold to participants shall not be increased, and payroll
allotments exceeding ten per cent (10%) of gross pay shall not be authorized. No
amendment of the Plan will become effective until at least ten (10) days after
written notice thereof has been given to each participant.
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If there is any recapitalization of the Company with respect to its
Common shares or any split-up or combination or exchange of shares, the
aggregate number of shares which may thereafter be available under the Plan, the
number of shares with respect to which rights to purchase have been granted at
that time, and the price at which such shares may be purchased, shall be
proportionately and appropriately adjusted.
9. Applicable Law and Regulations
It is intended that this Plan and all rights granted hereunder will
meet the requirements of an employee stock purchase plan under the Internal
Revenue Code, or other applicable provisions, as they may be amended from time
to time. The Plan, in all respects, shall be so interpreted and construed as to
be consistent with this purpose.
Sales of shares under the Plan shall be subject to approval of the Plan
by the Company's shareholders, as provided in the Internal Revenue Code, and to
compliance with requirements of all applicable state and federal securities and
other laws.
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September 2, 1997
New Brunswick Scientific Co., Inc.
44 Talmadge Road
P.O. Box 4005
Edison, NJ 08818-4005
Gentlemen:
We refer you to Amendment No. 1 to the Registration Statement on Form
S-8, File No. 33-70452, (as so amended, the "Registration Statement") under the
Securities Act of 1993, of New Brunswick Scientific Co., Inc. (the "Company")
pertaining to the offer and sale by the Company of up to 662,000 shares of the
Company's Common Stock, par value $.0625 per share (the "Shares") pursuant to
options granted from time to time under the Company's 1991 Nonqualified Stock
Option Plan (the "Plan").
We have acted as counsel to the Company in connection with the
Registration Statement. In such capacity, we have examined the Registration
Statement, copies of the Plan, the Company's Certificate of Incorporation and
such other corporate records and documents as we have deemed necessary in order
to express the opinion set forth below.
Based upon the foregoing examination, it is our opinion that upon the
issuance from time to time of certificates evidencing the Shares and delivery
thereof in exchange for payment therefor in accordance with the Plan, such
Shares shall be validly issued, fully paid and nonassessable.
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New Brunswick Scientific Co., Inc.
September 2, 1997
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our firm in prospectus included in
such Registration Statement under the heading "Validity of Common Stock."
Very truly yours,
NORRIS, MCLAUGHLIN & MARCUS, P.A.
/s/ Norris, McLaughlin & Marcus
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The Board of Directors
New Brunswick Scientific Co., Inc.:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
/S/ KPMG Peat Marwick LLP
Short Hills, New Jersey
September 2, l997
