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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
________________________
INRAD, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2003247
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
181 LEGRAND AVENUE, NORTHVALE, NEW JERSEY 07647
(Address of principal executive offices; zip code)
________________________
INRAD, INC. KEY EMPLOYEE COMPENSATION PROGRAM
(Full title of the plan)
WARREN RUDERMAN
PRESIDENT
INRAD, INC.
181 LEGRAND AVENUE, NORTHVALE, NEW JERSEY 07647
(201) 767-1910
(Name, address and telephone number,
including area code, of agent for service)
________________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (2) Offering Price (2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 500,000 shares (1) $0.47 $235,000 $100.00
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(1) Plus such additional shares of Common Stock as may be issuable pursuant to
the anti-dilution provisions of the INRAD, Inc. Key Employee Compensation
Program.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis of
the average of the bid and asked prices for a share of Common Stock on the OTC
Bulletin Board on December 6, 1996.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by INRAD, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 0-11668);
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996; June 30 and September 30, 1996.
(iii) The Company's current report on Form 8-K, filed on August 29, 1996.
(iv) The description of the Company's Common Stock, par value $.001 per
share, contained in the Company's Registration Statement on Form
8-A, including any amendment or report filed for the purpose of
updating such information.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement 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 into this Registration Statement and to
be a part hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained herein or in any Incorporated Document
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that such a statement is modified or superceded by a
subsequently filed document which also is or is deemed to be incorporated by
reference herein. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
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criminal, administrative, arbitrative or investigative (other than an action by
or in the right of the corporation), by reason of the fact that he is or was a
corporate agent (i.e., a director, officer, employee or agent of the corporation
or a person serving at the request of the corporation as a director, officer,
trustee, employee or agent of another corporation or enterprise), against
reasonable costs (including attorneys' fees), judgments, fines, penalties and
amounts paid in settlement incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate agent if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Subsection (4) of Section 3-5 provides that to the extent that a corporate
agent has been successful in the defense of any action, suit or proceeding
referred to in subsections (2) and (3) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) incurred by him in connection therewith.
Subsection (8) of Section 3-5 provides that the indemnification provisions
in the law shall not exclude any other rights to indemnification that a director
or officer may be entitled to under a provision of the certificate of
incorporation, a by-law, an agreement, a vote of shareholders, or otherwise.
That subsection explicitly permits indemnification for liabilities and expenses
incurred in proceedings brought by or in the right of the corporation
(derivative proceedings). The only limit on indemnification of directors and
officers imposed by that subsection is that a corporation may not indemnify a
director or officer if a judgment has established that the director's or
officer's acts or omissions were a breach of his or her duty of loyalty, not in
good faith, involved a knowing violation of the law, or resulted in receipt of
an improper personal benefit.
Subsection (9) of Section 3-5 provides that a corporation is empowered to
purchase and maintain insurance on behalf of a director or officer against any
expenses or liabilities incurred in any proceedings by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against expenses and liabilities under
other provisions of the law.
The Registrant's Restated Certificate of Incorporation contains the
following provisions regarding indemnification:
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"Every person who is or was a director, officer or corporate agent of
the Corporation shall be indemnified by the Corporation to the fullest
extent allowed by law, including the indemnification permitted by N.J.S.
14A:3-5(8), against all liabilities and expenses imposed upon or incurred
by that person in connection with any proceeding in which that person may
be made, or threatened to be made, a party, or in which that person may
become involved by reason of that person being or having been a director,
officer or corporate agent or of serving or having served in any capacity
with any other enterprise at the request of the Corporation, whether or not
that person is a director, officer or corporate agent or continues to serve
the other enterprise at the time the liabilities or expenses are imposed or
incurred."
The Registrant's Restated Certificate of Incorporation contains the
following provisions regarding certain limitations on the liability of directors
and officers:
"A director or an officer of the Corporation shall not be personally
liable to the Corporation or its shareholders for the breach of any duty
owed to the Corporation or its shareholders except to the extent that an
exemption from personal liability is not permitted by the New Jersey
Business Corporation Act."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits accompanying this Registration Statement are listed as
follows:
Exhibit
Number Description Page No.
4.1 Restated Certificate of Incorporation, as amended, of
INRAD, Inc. (filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-18 Amendment No. 1
(File No. 33-2-83689) is incorporated herein by
reference).
4.2 By-laws, as amended, of INRAD, Inc. (filed as
Exhibit 3.2 to the Company's Registration
Statement on Form S-18 Amendment No. 1 (File No.
33-2-83689) are incorporated herein by reference).
5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher &
Boylan, P.C. 9
23.1 Consent of Price Waterhouse LLP. 11
23.2 Consent of Lowenstein, Sandler, Kohl, Fisher &
Boylan, P.C. (contained in Exhibit 5.1)
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ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose 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.
(3) 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 Exchange Act (and, where applicable,
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each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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) 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will
be governed by the final adjudication of such issue.
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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 Borough of Northvale, State of New Jersey.
INRAD, INC.
By: /s/ Warren Ruderman
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Warren Ruderman, President
and Chief Executive Officer
Date: December 11, 1996
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Warren Ruderman President, Chief Executive Officer Dec. 11, 1996
- ---------------------- and Director (Principal Executive
Warren Ruderman Officer)
/s/ Aaron Dean Director Dec. 11, 1996
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Aaron Dean
/s/ Donald H. Gately Director Dec. 11, 1996
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Donald H. Gately
/s/ William B. Maxson Director Dec. 11, 1996
- ----------------------
William B. Maxson
/s/ James L. Greco Controller and Secretary Dec. 11, 1996
- ---------------------- (Principal Financial
James L. Greco and Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description Page No.
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4.1 Restated Certificate of Incorporation, as
amended, of INRAD, Inc. (filed as Exhibit 3.1
to the Company's Registration Statement on Form
S-18 Amendment No. 1 (File No. 33-2-83689) is
incorporated herein by reference).
4.2 By-laws, as amended, of INRAD, Inc. (filed as
Exhibit 3.2 to the Company's Registration
Statement on Form S-18 Amendment No. 1 (File
No. 33-2-83689) and incorporated herein by
reference).
5.1 Opinion of Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.C.* 9
23.1 Consent of Price Waterhouse LLP.* 11
23.2 Consent of Lowenstein, Sandler, Kohl, Fisher &
Boylan, P.C. (contained in Exhibit 5.1)
_________________________
* Filed herewith.
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EXHIBIT 5.1
[LOWENSTEIN, SANDLER, KOHL, FISHER & BOYLAN LETTERHEAD]
December 9, 1996
Inrad, Inc.
181 LeGrand Avenue
Northvale, NJ 07647
Gentlemen:
You have requested our opinion in connection with the registration
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of 500,000 shares of the common stock, par value $.001 per share
(the "Common Stock"), of Inrad, Inc. (the "Company") on a registration
statement on Form S-8 ("Registration Statement"). The shares of Common Stock
to which the Registration Statement relates are issuable in connection with
the Inrad, Inc. Key Employee Compensation Program (the "Plan").
We have examined and relied upon originals or copies, authenticated
or certified to our satisfaction, of all such corporate records of the
Company, communications or certifications of public officials, certificates
of officers, directors and representatives of the Company, and such other
documents as we have deemed relevant and necessary as the basis of the
opinions expressed herein. In making such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents tendered to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
Based upon the foregoing and relying upon statements of fact
contained in the documents which we have examined, we are of the opinion that
the shares of Common Stock offered by the Company pursuant to the Plan, when
issued in accordance with the Plan, will be legally issued, fully paid, and
non-assessable.
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Inrad, Inc. December 9, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and any amendment thereto.
Very truly yours,
LOWENSTEIN, SANDLER, KOHL,
FISHER & BOYLAN,
A Professional Corporation
By: /s/Alan Wovsaniker
--------------------------
Alan Wovsaniker
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 15, 1996, which appears on
page F-2 of the Annual Report on Form 10-K of INRAD, Inc. for the year ended
December 31, 1996.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
December 9, 1996
