<PAGE> 1
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
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)
NONQUALIFIED STOCK OPTION PLAN OF MEDAR, INC.
(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>
Proposed Maximum Proposed maximum
Title of Offering Price Aggregate
Securities to be Amount to be Price Per Offering Amount of
Registered Registered Share (1) Price Registration Fee
<S> <C> <C> <C> <C>
Medar, Inc. 200,000
Common Stock Shares $10.9375 $2,187,500 $765.63
</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.
<PAGE> 2
REOFFER
PROSPECTUS
191,000 SHARES
MEDAR, INC.
COMMON STOCK
The shares registered hereby will be offered on behalf of the Selling
Shareholder. See "Selling Shareholders".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Securities registered hereby will be traded by the Selling
Shareholders from time to time in ordinary market transactions at the then
prevailing market prices. Commissions payable on such transactions will be
paid by the Selling Shareholders, with the balance of the sale price
representing the proceeds to the Selling Shareholders.
Medar, Inc. Common Stock is traded in the over-the-counter market. On
August 14, 1995, the closing bid price, as reported by the Nasdaq Stock Market
(Symbol: MDXR) was $11.125 per share.
August 21, 1995
<PAGE> 3
AVAILABLE INFORMATION
Medar, Inc. ("Medar" or the "Company") is subject to the informational
requirements of the Securities and Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices in New York (7 World Trade
Center, Suite 1300, New York, New York 10048) and Chicago (500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511). Copies of such material can
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
INFORMATION INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission pursuant to the Securities Act of
1933 and the 1934 Act:
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 Form 8-K/A dated
March 2, 1995, April 26, 1995 and July 28, 1995; and
D. All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
termination of the offering.
The Company will provide without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents which are incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Medar, Inc., Attn: Investor Relations, 38700 Grand River Avenue, Farmington
Hills, Michigan 48335, telephone: (810) 477-3900.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 (the "Registration Statement", which term
shall encompass all amendments, exhibits and schedules thereto) which the
Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Act"), certain portions of which have been omitted pursuant to
the Rules and Regulations of the Commission, and to which reference is hereby
made for further information.
No salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create an implication
that there has been no change in the affairs of the Company since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such an offer or solicitation.
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<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
THE COMPANY
Medar, Inc. is a leading supplier of microprocessor-based process
monitoring and control systems for use in resistance welding and optical disc
inspection. The Company's resistance welding controls are primarily used in
automotive manufacturing and its optical inspection systems are principally
used for in-line inspection of optical storage media such as Audio Compact
Discs ("Audio CD's") and Compact Disc Read-Only Memory ("CD-ROMS").
THE OFFERING
<TABLE>
<S> <C>
Securities Offered Medar, Inc. Common Stock
Size of Offering 191,000 shares
Distribution The shares registered hereby will be offered by the Selling Shareholders
in market transactions at then prevailing market prices.
Common Stock Outstanding
as of August 15, 1995 8,711,589
Use of Proceeds The Company will receive no proceeds from the offering, as all shares
offered hereby are offered on behalf of the Selling Shareholders.
Nasdaq Stock Market Symbol MDXR
</TABLE>
THE SELLING SHAREHOLDERS
The Selling Shareholders are officers and directors of the Company who
have been granted stock options under the Company's Nonqualified Stock Option
Plan.
2
<PAGE> 5
RISK FACTORS
The Common Stock offered hereby involves a high degree of risk. In addition to
the other information in this Prospectus, the following factors should be
considered carefully in evaluating the Company and its business before making
an investment in the shares of Common Stock offered hereby.
New Products/Rapid Technological Change. The markets in which the Company
competes are characterized by rapid technological change. The Company's
continued success will depend in large part upon its ability to develop and
successfully introduce new products and product enhancements. For example,
improvements in Audio CD and CD-ROM manufacturing systems, as well as the
introduction of new optical storage formats, require the Company to continually
improve its optical inspection systems. The Company has devoted and will
continue to devote substantial resources to research and development. There
can be no assurance that the Company will be able to successfully develop,
introduce and market new products or enhancements, or that new products or
enhancements will meet the requirements of the marketplace or achieve market
acceptance. If the Company is unable to develop and introduce new products or
enhancements in a timely manner in response to changing market conditions or
customer requirements, the Company's results of operations will be materially
and adversely affected. In addition, technological developments have resulted
and may continue to result in the obsolescence of components and subassemblies
the Company holds as inventory.
Customer Concentration. For the years 1994, 1993 and 1992, as restated to give
effect to the pooling transaction effective January 1, 1995 in which Medar
acquired all of the outstanding stock of Integral Vision, Ltd. (the "pooling
transaction"), approximately 14%, 29% and 19%, respectively, of the Company's
net sales were attributable to sales to Chrysler Corporation ("Chrysler") and
approximately 23%, 11% and 9%, respectively, were attributable to sales to
General Motors Corporation ("GM"). At June 30, 1995, approximately 8% and 15%
of the Company's backlog was attributable to Chrysler and GM, respectively.
The loss of either of these customers or cancellation of orders by them could
have a material adverse effect on the Company's results of operations. The
Company anticipates that in the near term it will continue to be dependent upon
these two customers for a significant portion of its revenues.
Dependance Upon U.S. Automotive Industry/Cyclicality. A significant portion of
the Company's resistance welding control sales are to domestic automotive
manufacturers. Accordingly, the cyclical nature of the U.S. automotive
industry significantly affects the Company's revenues and operating results.
In the past, downturns in the U.S. automotive industry have negatively affected
the Company's resistance welding control sales, most recently in 1990. There
can be no assurance that the Company will not be affected by future downturns
in the U.S. automotive manufacturing industry.
Competition. The markets for microprocessor-based manufacturing control and
inspection equipment are highly competitive. For welding controls, the
Company's primary competitors include Weltronic Company, Robotron Corporation
and Robert Bosch GmbH. To a lesser extent, the Company also competes with,
among others, Dengensha America Corp./Dengensha Mfg. Co., Ltd., Nadex Co.
Ltd./Negoya Dengensha Co., Ltd. and Miyachi Technos Corporation. The Company
believes competition for welding controls is based primarily upon price,
performance, technical expertise, customer support and durability. For optical
inspection, the Company's primary competitor is Dr. Schenk GmbH. The Company
believes the principal competitive factors for optical inspection are quality,
price, cycle times, and features. While the Company believes it currently
competes favorably with respect to the above factors, there can be no assurance
that it will be able to continue to do so or that competition will not have a
material adverse effect on the Company's results of operations and financial
condition. While the Company may face competition from additional sources in
all aspects of its business, the Company believes that competition in the
optical disc inspection industry in particular
3
<PAGE> 6
may intensify, and that companies with significantly greater technical,
financial and marketing resources than the Company may enter its markets.
Dependence Upon Optical Storage Technology. The Company's optical inspection
equipment was developed in large part for precise inspection of optical memory
storage devices such as Audio CDs, CD-ROMs and MO. Replacement of the Audio CD
as a principal medium for music replication or the failure of one or more of
CD-ROM, CD-R, or MO storage technologies to gain widespread acceptance could
adversely affect the markets for the Company's products.
Importance of Proprietary Rights. The Company's continued success depends in
significant part upon the protection of the proprietary status of its
technology. The Company relies on a combination of patents, confidentiality
agreements and trade secrets to protect its proprietary technologies. There
can be no assurance that these measures will be adequate to meaningfully
protect its intellectual property or that others will not independently develop
substantially equivalent technology and techniques or otherwise gain access to
the Company's trade secrets. In addition, litigation may be necessary to
protect the Company's intellectual property rights, to determine the validity
and scope of the proprietary rights of others or to defend against claims of
infringement. In April of 1994, the Company was sued by a manufacturer of
welding controls that alleged that certain of the Company's resistance welding
control products infringe on six patents held by the manufacturer. The Company
believes that it has defenses to the allegations as to all six of the patents,
however it agreed to a settlement of the matter to terminate the high costs of
the litigation. This litigation required the Company to incur substantial
costs and required significant time and attention of management. Although this
matter has been settled, there can be no assurance that the Company will not
become involved in similar litigation in the future. Adverse findings in such
proceedings could subject the Company to liability to third parties, require
the Company to seek licenses from third parties, or otherwise adversely affect
the Company's ability to manufacture and sell affected products. In addition,
there can be no assurance that foreign intellectual property laws will protect
the Company's patents and other intellectual property rights to the same extent
as the laws of the United States.
Substantial Non-U.S. Operations. Products sold for ultimate delivery to
non-U.S. end-users ("non-U.S. sales") accounted for 42%, 42% and 47% of the
Company's net sales in 1994, 1993 and 1992, respectively, as restated to give
effect to the pooling transaction. The Company expects that such sales will
continue to represent a significant percentage of its net sales. In addition,
the Company conducts sales and service operations for its welding control
products in Canada through a wholly-owned Canadian subsidiary, recently entered
into a joint venture agreement with Shanghai Electric Welding Machine Works for
production of resistance welding control equipment in China, and effective
January 1, 1995 acquired a subsidiary in England that develops and manufactures
machine vision products. Non-U.S. sales involve a number of risks, including
fluctuations in exchange rates, changes in trade policies, tariff regulations
and changes in governments. Most of the Company's international sales are
denominated in U.S. dollars, although Canadian sales are quoted in Canadian
dollars and Japanese sales of optical inspection equipment are quoted in yen.
For certain non-U.S. sales, the Company markets and sells its products through
independent sales representatives in Western Europe, Asia and Latin America.
The loss of a key foreign sales agent or OEM could have a material adverse
effect on the Company's non-U.S. sales, and accordingly, the Company's results
4
<PAGE> 7
of operations.
Ability to Manage Growth. As part of its business strategy, management intends
to pursue rapid growth. This growth strategy will require expanded customer
services and support, increased personnel throughout the Company, expanded
operational and financial systems and the implementation of additional control
procedures. There is no assurance that the Company will be able to attract
qualified personnel or successfully manage expanded operations. Failure to
manage growth effectively could adversely affect the Company's financial
condition and results of operations. For example, the Company's net earnings
for the fourth quarter of 1994 and the first quarter of 1995 were adversely
affected, in part, due to the transition to out-sourcing production of a
portion of its welding controls and the warranty and scrap expense associated
with defects discovered in some new products.
Dependence Upon Key Personnel. The continued success of the Company is
dependent in large part on certain key management and technical personnel, the
loss of one or more of whom could adversely affect the Company's business. In
particular, the Company relies upon the services and expertise of its
President, Charles J. Drake, and its product development and engineering staff.
The Company maintains a key man life insurance policy on Mr. Drake in the
amount of $1.0 million. Management believes that its future success will
depend significantly upon its ability to attract, retain and motivate skilled
technical, sales and management employees. There can be no assurance that the
Company will be able to attract and retain qualified personnel.
Seasonality and Quarterly Fluctuations. The Company's revenues and operating
results have varied substantially from quarter to quarter and management
believes these fluctuations may continue. In the past, sales and earnings
typically have been lower in the fourth and first quarters. The most
significant factors affecting these fluctuations have been the seasonal buying
patterns of the Company's customers. The principal customers for the Company's
resistance welding control products have traditionally made purchases in
connection with retooling for new automotive body styles and have tended to
make substantial purchases of the Company's equipment in the second and third
quarters. End-users of the Company's optical inspection products have
typically added manufacturing capacity in the second and third quarters in
anticipation of higher production requirements in the fourth quarter. The
Company's dependence on a few large customers in the resistance welding
business, together with its reliance on large orders, has also contributed to
the variability of the Company's operating results.
Stock Price Volatility. The market for securities of small
market-capitalization companies has been highly volatile in recent years, often
for reasons unrelated to a company's results of operations. The Company
believes that factors such as quarterly fluctuations in financial results,
changes in the automotive, and optical storage media industries, sales of
common stock by existing shareholders and substantial product orders may
contribute to the volatility of the price of the Company's common stock.
General economic trends such as recessionary cycles and changing interest rates
may also adversely affect the market price of the Company's Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholders pursuant to this offering.
5
<PAGE> 8
SELLING SHAREHOLDERS
The Selling Shareholders are officers and directors of the Company who
have been granted stock options to purchase common stock of the Company under
the Company's Nonqualified Stock Option Plan. The following table sets forth,
for each of the Selling Shareholders, the number of shares currently held, the
shares offered, and the amount of shares to be owned after completion on the
offering.
<TABLE>
<CAPTION>
SHARES TO BE OWNED
SHARES FOLLOWING OFFERING
CURRENTLY SHARES
NAME POSITION OWNED OFFERED NUMBER
PERCENT
<S> <C> <C> <C> <C> <C>
President,
Chairman of the
Board of
Charles J. Drake Directors 480,378(1) 170,000 310,378(1) 3.5%
Vice President of
Marketing,
Vision
Arthur D. Harmala products 22,100(2) 5,000 17,100(2) *
Stephan Sharf Director 6,000 2,000 4,000 *
Gerald R. Smith Vice President of
Operations,
Director 35,285(3) 5,000 30,285(3) *
William B. Wallace Director 24,000(4) 7,000 17,000 *
Stephen R. Zynda Director 2,000(5) 2,000 0 *
</TABLE>
(1) Includes 400,000 shares currently, and 230,000 shares following this
offering, on which Mr. Drake holds options which he is eligible to
exercise.
(2) Includes 12,000 shares currently, and 7,000 shares following this offering,
on which Mr. Harmala holds options which he is eligible to exercise.
(3) Includes 30,000 shares currently, and 25,000 shares following this
offering, on which Mr. Smith holds options which he is eligible to
exercise.
(4) Includes 7,000 shares on which Mr. Wallace holds options which he is
eligible to exercise.
(5) Represents shares on which Mr. Zynda holds options which he is eligible to
exercise.
6
<PAGE> 9
DESCRIPTION OF CAPITAL STOCK
The following description does not purport to be complete and is qualified in
its entirety by this reference to the Company's Articles of Incorporation, a
copy of which is an exhibit to the Registration Statement of which this
Prospectus is a part.
COMMON STOCK
The Company is authorized to issue 15,000,000 shares of Common Stock,
without par value, stated value $0.20 per share. As of August 15, 1995, there
were 8,711,589 shares of Common Stock outstanding. Except for the 2,000 shares
of stock offered by Stephan Sharf, which are currently outstanding, none of the
shares offered has been issued and will not be issued until each Selling
Shareholder chooses to exercise his option. Once such shares have been issued
upon exercise of the options, completion of this offering will have no effect
on the number of shares of Common Stock outstanding. All issued and
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable.
Each share of Common Stock of the Company entitles the holder thereof
to one vote. Shareholders do not have cumulative voting rights in the election
of directors. In the event of liquidation, holders of Common Stock will be
entitled to receive any assets distributable to Shareholders, on a pro rata
basis, in respect of shares held by them.
Holders of Common Stock of the Company do not have any preemptive right
to subscribe to any additional securities which may be issued by the Company.
Holders of Common Stock are entitled to receive such dividends out of funds
legally available therefore at such time and in such amounts as the Board of
Directors may from time to time determine.
PREFERRED STOCK
The Company is authorized to issue 400,000 shares of Preferred Stock,
$25.00 par value. The Board of Directors is authorized to issued such
Preferred Stock in classes or series and to fix the designations, preferences,
qualifications, limitations or restrictions of any class or series with respect
to the rate and nature of dividends, the price and terms and conditions on
which shares may be redeemed, the amount payable in the event of voluntary or
involuntary liquidation, the terms and conditions for conversion or exchange
into any other class or series or stock, voting rights and other terms. Any
preferred stock so issued could dilute the voting power and equity of the
holders of the Common Stock by, for example, reducing the amount of funds
otherwise available for payment to holders of the Common Stock, either upon
liquidation of the Company or as dividends, restricting the payment of
dividends to holders of Common Stock, and diluting the voting power of the
holders of the Common Stock. No shares of Preferred Stock are presently
outstanding.
One of the effects of the existence of unissued and unreserved shares
of capital stock may be to enable the Board of Directors to render more
difficult or discourage an attempt to obtain control of the Company by means of
a merger, tender offer, proxy contest or otherwise, and thereby to protect the
continuity of the Company's management. If, for example, in the due exercise
of its fiduciary obligations the Board of Directors were to determine that a
takeover proposal is not in the Company's best interest, such shares could be
issued by the Board of Directors without shareholder approval in one or more
private placements or other transactions that might prevent or render more
difficult or costly the completion of the takeover by creating a substantial
voting block in institutional
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<PAGE> 10
or other hands that might undertake to support the position of the incumbent
Board of Directors, by effecting an acquisition that might complicate or
preclude the takeover, or otherwise.
ANTI-TAKEOVER STATUTES
Chapter 7A of the Michigan Business Corporation Act (the "MBCA")
provides that business combinations between a Michigan corporation and a
beneficial owner of 10% of more of the voting power of such corporation
generally require the approval of 90% of the votes of each class of stock
entitled to be cast, and not less than 2/3 of the votes of each class of stock
entitled to be cast other than voting shares owned by such an affiliate or 10%
owner. Such requirements will not apply if (i) the corporation's board of
directors approves the transaction prior to the time the 10% owner becomes such
or (ii) the transaction satisfies certain fairness standards, certain other
conditions are met and the 10% owner has been such for at least five years.
Currently, the Company is not subject to Chapter 7A pursuant to a provision
exempting a corporation which had an interested shareholder on the effective
date of the Act. The Company's Board may, by resolution and without a
shareholder vote, cause the Company to become subject to chapter 7A. However,
the Company has no present intention to elect to become subject to Chapter 7A.
Chapter 7B of the MBCA provides that "control shares" of a corporation
acquired in a control share acquisition have no voting rights except as granted
by the shareholders of the corporation. "Control shares" are shares which,
when added to shares previously owned by a shareholder, increase such
shareholder's ownership of voting stock to more than 20% but less than 33 1/3%,
more than 33 1/3% but less than a majority, or more than a majority of the
outstanding voting power of the corporation. A control share acquisition must
be approved by a majority of the votes cast by holders of shares entitled to
vote excluding shares owned by the acquirer and certain officers and directors.
However, no such approval is required for gifts or other transactions not
involving consideration, or a merger to which the corporation is a party, or
certain other transactions described in Chapter 7B.
If a corporation's articles of incorporation or bylaws so provide
before a control share acquisition has occurred, control shares acquired in a
control share acquisition with respect to which no acquiring person statement
has been filed may be redeemed at "fair value" by the corporation at any time
during the period ending 60 days after the last control share acquisition. In
addition, if, prior to a control share acquisition, a corporation's articles of
incorporation or bylaws so provide, control shares may be redeemed at "fair
value" after an acquiring person statement has been filed and after the meeting
at which the voting rights of the control shares are submitted to shareholders
if the control shares are not accorded full voting rights. Unless otherwise
provided in a corporation's articles of incorporation or bylaws, in the event
that control shares acquired in a control share acquisition are accorded full
voting rights and the acquiring person has acquired a majority of all voting
power of the corporation, the shareholders of the corporation, other than the
acquiring person, have dissenters' rights. "Fair value" means a value not less
than the highest price paid per share by the acquiring person in the control
share acquisition. The Articles of Incorporation and Bylaws of the Company
currently contain no provisions with respect to control shares. However, the
Company's Board may, by resolution and without a shareholder vote, amend the
Bylaws.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
State Street Bank & Trust Co., North Quincy, Massachusetts.
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<PAGE> 11
PLAN OF DISTRIBUTION
The Common Stock registered hereby will be offered, either all at one
time or from time to time, in ordinary market transactions at the then current
market price(s).
LEGAL MATTERS
The legality of the issuance of the Common Stock registered hereby and
certain other legal matters pertaining to the transaction will be determined by
Warren, Price, Cameron, Faust & Asciutto, P.C., Okemos, Michigan.
EXPERTS
The consolidated financial statements and schedule of Medar, Inc. for
the year ended December 31, 1994 appearing in Medar Inc.'s Annual Report on
Form 10-K have been audited by Ernst & Young, LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance on the authority of their report as experts in accounting
and auditing.
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<PAGE> 12
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
II-1
<PAGE> 13
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>
<S> <C>
Exhibit Number Description of Document
- -------------- -----------------------
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.
II-2
<PAGE> 14
(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 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.
II-3
<PAGE> 15
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
<TABLE>
<S> <C>
/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
</TABLE>
II-4
<PAGE> 16
EXHIBIT
<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 200,000 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 directors and
employees of Medar, Inc. pursuant to the Nonqualified Stock Option Plan of
Medar, Inc.
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 200,000 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 Nonqualified Stock Option
Plan of Medar, Inc. 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
