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Registration No. 33-
As filed with the Securities and Exchange Commission on February 15, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MERIDIAN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1470518
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
805 CHICAGO STREET
TOLEDO, OHIO 43611
(Address of principal executive offices including zip code)
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MERIDIAN NATIONAL CORPORATION 1990 NON-QUALIFIED
AND INCENTIVE STOCK OPTION PLAN
AMENDED AND RESTATED 1987 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN OF MERIDIAN NATIONAL CORPORATION
(Full title of plans)
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Copy to:
_______________ LAWRENCE M. BELL, ESQ.
MERIDIAN NATIONAL CORPORATION BENESCH, FRIEDLANDER,
805 CHICAGO STREET COPLAN & ARONOFF P.L.L.
TOLEDO, OHIO 43611 2300 BP AMERICA BUILDING
(419) 729-3918 CLEVELAND, OHIO 44114
ATTENTION: CORPORATE SECRETARY (216) 363-4500
(Name and address including zip code; and telephone number,
including area code, of agent of service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered 1 offering price per aggregate offering registration fee
registered share 2 price 2
<S> <C> <C> <C> <C>
Common Stock, par 350,000 $1.125-$3.50 3 $551,778 3 $190.27
value $.01 per share
</TABLE>
____________________
1 This Registration Statement also includes an indeterminable
number of Shares of Common Stock which may be issued under the anti-dilution
provisions of the plans.
2 Estimated in accordance with Rule 457 under the Securities
Act of 1933, solely for the purpose of calculating the registration fee, on the
basis of (a) the price at which existing options may be exercised or (b) the
average of the high and low prices of the Common Stock on February 12, 1996 as
reported on the National Association of Securities Dealers Automated Quotation
(NASDAQ) system with respect to all other shares of Common Stock.
3 The proposed maximum aggregate offering price is based on
18,630 shares at $3.50 per share, 4,500 shares at $2.81250 per share, 73,000
shares at $2.21875 per share, 3,000 shares at $1.78125 per share, 30,000 shares
at $1.93750 and 220,870 shares at $1.125.
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This Registration Statement registers shares of Common Stock of
Meridian National Corporation (the "Company") to be issued under the Meridian
National Corporation 1990 Non-Qualified and Incentive Stock Option Plan (the
"1990 Plan") and the Amended and Restated 1987 Non-Employee Directors' Stock
Option Plan of Meridian National Corporation (the "Directors' Plan"). The
securities registered on this Registration Statement are the same class of
securities for which a Registration Statement on Form S-8 filed November 26,
1993, Registration No. 33-7225, is effective relating to the 1990 Plan and the
Directors' Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
Registration Statement; and all documents subsequently filed by Meridian
National Corporation (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 which indicates that all securities offered 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
thereof from the date of filing of such document.
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1995, File No. 0-14203.
(b) The Company's Current Report on Form 8-K filed March
14, 1995, File No. 0-14203.
(c) The Company's Current Report on Form 8-K filed April
4, 1995, File No. 0-14203.
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1995, File No. 0-14203.
(e) The Company's Current Report on Form 8-K filed July
26, 1995, File No. 0-14203.
(f) The Company's Current Report on Form 8-K filed August
14, 1995, File No. 0-14203.
(g) The Company's Current Report on Form 8-K filed August
16, 1995, File No. 0-14203.
(h) The Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1995, File No. 0-14203.
(i) The Company's Current Report on Form 8-K filed
September 18, 1995, File No. 0-14203.
(j) The Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1995. File No. 0-14203.
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EXHIBIT 5
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February 12, 1996
Board of Directors
Meridian National Corporation
805 Chicago Street
Toledo, Ohio 43611
Gentlemen:
Meridian National Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") with respect to 350,000 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), to be issued from
time to time pursuant to the Company's 1990 Non-Qualified and Incentive Stock
Option Plan (the "1990 Plan") and the Amended and Restated 1987 Non-Employee
Directors' Stock Option Plan of the Company (the "Directors' Plan").
You have requested our opinion in connection with the Company's filing
of the Registration Statement. In this connection, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction
as being true copies, of all such records of the Company, all such agreements,
certificates of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinions expressed in this letter.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of
rendering the opinions in this letter as we have deemed necessary. We express
no opinion in this letter concerning any law other than the General Corporation
Law of the State of Delaware.
We have assumed that the Company will remain in good standing as a
Delaware corporation at all times when shares of Common Stock are sold pursuant
to the 1990 Plan or the Directors' Plan and that the exercise price for all
option shares granted under the 1990 Plan or the Directors' Plan will equal or
exceed the par value of the Company's Common Stock at the time of grant and
exercise.
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On the basis of and in reliance on the foregoing, we are of the
opinion that the shares of the Common Stock to be issued pursuant to the 1990
Plan and the Directors' Plan, when and if issued in accordance with the terms
of the 1990 Plan and the Directors' Plan, respectively, will be legally issued,
fully paid and nonassessable. This opinion is limited to the shares of Common
Stock issued pursuant to the 1990 Plan and the Directors' Plan after the date
of this opinion.
The opinion in this letter is rendered only to the Company in
connection with the filing of the Registration Statement. We consent to the
filing of this letter as an exhibit to the Registration Statement. The opinion
may not be relied upon by the Company for any other purpose. This letter may
not be paraphrased, quoted or summarized, nor may it be duplicated or
reproduced in part.
Very truly yours,
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF
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Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Meridian National Corporation 1990 Non-Qualified
and Incentive Stock Option Plan and the Amended and Restated Non-Employee
Directors' Stock Option Plan of Meridian National Corporation of our report
dated May 11, 1995, with respect to the consolidated financial statements of
Meridian National Corporation included in its Annual Report (Form 10-K) for the
year ended February 28, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Toledo, Ohio
February 15, 1996
