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As filed with the Securities and Exchange Commission on August 21, 1995
Registration No.______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDAR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Michigan 38-2191935
(State of Incorporation) (IRS Employer I.D. Number)
38700 Grand River Avenue
Farmington Hills, MI 48335
(Address of Principal Executive Office)
MEDAR, INC. EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
Richard R. Current
Vice President of Finance
Medar, Inc.
38700 Grand River Avenue
Farmington Hills, MI 48335
(810) 477-3900
(Name, Address and Telephone Number of Agent for Service)
--------------------
Copies to:
Josephine L. Cameron
WARREN, PRICE, CAMERON, FAUST & ASCIUTTO, P.C.
P.O. Box 26067
Lansing, Michigan 48909
(517) 349-8600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share (1) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Medar, Inc. 500,000 Shares $10.9375 $5,468,750 $1914.06
Common Stock
</TABLE>
(1) Represents the average of the high and low price for the Company's Common
Stock on August 14, 1995 as reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995;
(c) The Company's Current Reports on Form 8-K and 8-K/A dated March 2,
1995, April 26, 1995 and July 28, 1995; and
(d) The description of the Company's securities included in its
registration statement pursuant to Section 12(g) of the Exchange
Act, SEC File No. 0-12728, as amended by the Company's
registration statement on Form S-3, dated May 24, 1994,
Registration No. 33-77346.
All periodic reports or proxy materials filed by the Company pursuant to
section 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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
prospectus and shall be a part thereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock to be sold by the Company
and certain other legal matters pertaining to the issuance and sale of the
stock by the Company will be passed on by Warren, Price, Cameron, Faust &
Asciutto, P.C., Lansing, Michigan, the general counsel of the Company.
Attorneys for Warren, Price, Cameron & Faust, P.C. and the firm's 401(k) plan
own 5,200 shares of Medar, Inc. common stock.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Registrant provide that the Registrant may indemnify any
and all of its directors and officers, former directors and officers, and the
current and former directors or officers of another corporation, partnership,
joint venture, trust or other enterprise in which they are or were serving at
the request of the Registrant, to the full extent of Michigan law, including
against any and all expenses, including legal fees, actually and reasonably
incurred by such directors or officers or former directors or officers in
connection with such action, in which they, or any of them, are made parties or
a party, by reason of being or having been directors or officers of the
Registrant, or of such other entity, if they acted in good faith and in a
manner they reasonably believed to be in the best interest of the Registrant,
and had no reason to believe their conduct was unlawful.
With respect to actions or suits by or in the name of the Registrant to
procure a judgment in its favor, no indemnification shall be made in respect of
any claim, issue or matter as to which such director or officer shall have been
adjudged to be liable for negligence or misconduct in the performance of its
duty to
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the Registrant, unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The Articles of Incorporation of the Registrant provide that, to the full
extent that the laws of the State of Michigan permit the limitation or
elimination of the liability of directors or officers, no director or officer
of the corporation shall be personally liable to the corporation or its
stockholders for damages for breach of any duty owed to the corporation or its
stockholders.
Michigan law allows the elimination of a director's personal liability to
the corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, a director's liability may not be
eliminated or limited for: i) a breach of the director's duty of loyalty to
the corporation or its shareholders, ii) acts or omissions not in good faith
or that involve intentional misconduct or knowing violation of law, iii)
violations of acts specifically enumerated in the statute, or iv) transactions
from which the director derived an improper personal benefit.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Document
- -------------- -----------------------
<S> <C>
5 Opinion of Warren, Price, Cameron, Faust & Asciutto, P.C.
23.1 Consent of Warren, Price, Cameron, Faust & Asciutto, P.C.
(Included in Exhibit 5)
23.2 Consent of Independent Accountants
24 Power of Attorney (Included on Signature Page)
</TABLE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
ii) That for purposes of determining any liability under the
Securities Act of 1933, 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.
iii) 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 of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Act of 1934 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.
(c) The undersigned Registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the Plan who do not
otherwise receive such material as shareholders of the
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registrant, at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and other communications
distributed to its shareholders generally.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 public 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 act and
will be governed by the final adjudication of such issue.
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<PAGE> 5
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Gerald R. Smith,
Vice President of Operations, and Richard R. Current, Vice President of
Finance, his true and lawful attorney-in-fact with authority together or
individually to execute and to file with the Securities and Exchange
Commission, any amendments to this Registration Statement on Form S-8, together
with any exhibits and other documents.
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 Farmington Hills, State of Michigan, on this 21st
day of August, 1995.
MEDAR, INC.
By: /s/CHARLES J. DRAKE
----------------------------
Charles J. Drake, President
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 date indicated.
/s/CHARLES J. DRAKE Dated: 08-21-95
- -----------------------------
Charles J. Drake, President (Principal Executive Officer) and Director
/s/RICHARD R. CURRENT Dated: 08-21-95
- -----------------------------
Richard R. Current, Vice President of Finance
(Principal Financial and Accounting Officer)
- ----------------------------- Dated:____________________________
Max A. Coon, Director
- ----------------------------- Dated:____________________________
Frederico P. de Magalhaes, Director
- ----------------------------- Dated:____________________________
Stephan Sharf, Director
/s/VINCENT SHUNSKY Dated: 08-21-95
- -----------------------------
Vincent Shunsky, Director
/s/GERALD R. SMITH Dated: 08-21-95
- -----------------------------
Gerald R. Smith, Director
/s/WILLIAM B. WALLACE Dated: 08-21-95
- -----------------------------
William B. Wallace, Director
/s/STEPHEN R. ZYNDA Dated: 08-21-95
- -----------------------------
Stephen R. Zynda, Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Document
<S> <C>
5 Opinion of Warren, Price, Cameron, Faust & Asciutto, P.C.
23.1 Consent of Warren, Price, Cameron, Faust & Asciutto, P.C.
(Included in Exhibit 5)
23.2 Consent of Independent Accountants
24 Power of Attorney (Included on Signature Page)
</TABLE>
<PAGE> 1
EXHIBIT 5
[WARREN, PRICE, CAMERON, FAUST & ASCIUTTO, P.C. LETTERHEAD]
August 21, 1995
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington, DC 20549
Re: Medar, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have been requested to give our opinion in connection with the proposed
registration of 500,000 shares of Common Stock of Medar, Inc. (the "Company")
which will be registered under the Securities Act of 1933 with the Securities
and Exchange Commission in a registration statement on Form S-8 to be filed on
or about August 21, 1995. The shares are to be issued to employees of Medar,
Inc. pursuant to the Medar, Inc., Employee Stock Option Plan.
As General Counsel for the Company, we have examined the Articles of
Incorporation of the Company, its Bylaws, its Minutes of meetings of its Board
of Directors, and made such other examination and investigation as we deem
appropriate, and we are of the opinion that the 500,000 shares of Common Stock
to be registered by the Company will be, when issued, legally issued, fully
paid and non-assessable.
We hereby consent to the filing of our opinion as Exhibit 5 to the Form S-8
Registration Statement filed by the Company to effect registration of the
shares under the Securities Act of 1933 and to the reference to us under the
caption "Legal Matters" in the Prospectus comprising a part of such
Registration Statement.
Very truly yours,
WARREN, PRICE, CAMERON,
FAUST & ASCIUTTO, P.C.
/s/Josephine L. Cameron
-----------------------
Josephine L. Cameron
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 to be filed on August 21, 1995 pertaining to the Medar, Inc. Employee Stock
Option Plan of our report dated February 20, 1995, with respect to the
consolidated financial statements and schedule of Medar, Inc. included in its
Annual Report on Form 10-K for the year ended December 31, 1994, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Detroit, Michigan
August 18, 1995
