As filed with the Securities and Exchange Commission on June 9, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
KEY TRONIC CORPORATION
(Exact name of Registrant as specified in its Charter)
Washington
(State or Other Jurisdiction of Incorporation or Organization)
91-0849125
(I.R.S. Employer Identification Number)
N. 4424 Sullivan Road
Spokane, Washington 99216
(509) 928-8000
(address, including zip code, and telephone number, including area code, of
agent for service of process)
Ronald F. Klawitter
Vice President, Finance and Treasurer
Key Tronic Corporation
N. 4424 Sullivan Road
Spokane, Washington 99216
(509) 928-8000
(Name, address, including zip code, and telephone number, including area code,
Of agent for service of process)
Copies To:
Stephen M. Tennis, Esq.
Morrison & Foerster
755 Page Mill Road
Palo Alto, California 94304
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box: __
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box: __
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Acts, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. __
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. __
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. __
Calculation of Registration Fee
Title of Securities to be Registered Common Stock
PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE (1) $5,575,000
AMOUNT OF REGISTRATION FEE $ 1,923
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act of
1933, as amended.
_________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file an amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
Subject to completion, dated June 9, 1995.
PROSPECTUS
KEY TRONIC CORPORATION
400,000 SHARES OF COMMON STOCK
This Prospectus relates to 400,000 shares of Common Stock, no par value
(the "Common Stock") of Key Tronic Corporation (the "Company") to be offered
and sold for the account of a certain holder of Common Stock of the Company
(the "Selling Shareholder") who acquired such shares of the Common Stock in
July 1993. See "Background of the Offering," "Plan of Distribution" and
"Selling Shareholder." The Company will not receive any of the proceeds
from the sale of the Common Stock.
The Company has been advised by the Selling Shareholder that all of the
Common Stock shall be disposed of hereunder in a "broker's transaction" within
the meaning of Section 4(4) of the Securities Act of 1933, as amended (the
"Securities Act"), where the broker acts as agent for the Selling Shareholder
and receives only the normal and customary commissions with regard to such
transaction. See "Plan of Distribution."
The Selling Shareholder and the broker who participates in the sale of the
Common Stock may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and the commissions paid or discounts allowed to
any such broker, in addition to any profits received on resale of the Common
Stock, if any, of such broker should purchase any Common Stock as a principal,
may be deemed to be underwriting discounts or commissions under the Securities
Act.
The Company will pay all expenses incident to the registration of the
Common Stock, estimated to be approximately $44,498. Normal commission
expenses and brokerage fees and any applicable stock transfer taxes relating to
the Common Stock are payable by the Selling Shareholder.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"KTCC." On June 8, 1995, the last reported sales price of the Common Stock was
$14.00.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS," PAGE 5.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PER SHARE
PRICE TO PUBLIC See Text Above
UNDERWRITING DISCOUNTS
OR COMMISSIONS See Text Above
PROCEEDS TO SELLING SHAREHOLDER(1) See Text Above
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities other than
the registered securities to which it relates or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which
such an offeror solicitation would be unlawful. 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 or
that information contained herein is correct as of any time subsequent to the
date hereof.
The date of this Prospectus is June 9, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at the New York Regional Office of the Commission at 7 World Trade
Center, 13th Floor, New York, New York 10048 and the Chicago Regional Office
of the Commission at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the
Securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified by
such reference. For further information regarding the Company and the
Securities offered by this Prospectus, reference is made to the Registration
Statement and the exhibits and schedules relating thereto. The Registration
Statement and the exhibits and schedules thereto may be inspected by anyone
without charge at the Office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies can be obtained from the Commission at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and made a part hereof, except as superseded
or modified herein: (i) the Company's Annual Report on Form 10-K for its
fiscal year ended July 2, 1994; (ii) the Company's quarterly reports on Forms
10-Q for the quarters ended October 1, 1994, December 31, 1994, and April 1,
1995; (iii) the Company's amendment on Form 10-K/A to the Company's Annual
Report on Form 10-K for its fiscal year ended July 2, 1994; (iv) the Company's
amendments on Form 10-Q/A to its quarterly reports on Forms 10-Q for the
quarters ended October 1, 1994, December 31, 1994, and April 1, 1995;
(v) the Company's Current Report on Form 8-K dated October 31, 1994; and (vi)
the Company's Registration Statement on Form 8-A dated April 3, 1984.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the Offering of the Securities
covered by this Prospectus shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to
be incorporated by reference in this Prospectus shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that such a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this Prospectus
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
or may be incorporated by reference in this Prospectus (other than exhibits
to such documents which are not specifically incorporated by reference into
such documents). Such requests should be directed to the Company's Vice
President, Finance and Treasurer, Key Tronic Corporation, N. 4424 Sullivan
Road, Spokane, Washington 99216 (telephone: (509) 928-8000).
"Key Tronic" is a registered trademark of the Company.
RISK FACTORS
The following risks should be considered carefully in addition to other
information contained in this filing before purchasing the Common Stock
offered hereby:
Potential Fluctuations in Quarterly Results
The Company's quarterly operating results have varied in the past and may
vary in the future due to a variety of factors, including success of customers'
programs, timing of new programs, new product introductions or technological
advances by the Company and its competitors and changes in pricing policies by
the Company and its competitors. For example, the Company relies on customers'
forecasts to plan its business. If those forecasts are overly optimistic, the
Company's revenues and profits may fall short of expectations. Conversely, if
those forecasts are too conservative, the Company could have an unexpected
increase in revenues and profits.
Competition
The keyboard and other input device industry is intensely competitive.
Most of the Company's principal competitors are headquartered in Japan and
other Asian countries that have a low cost labor force. Those competitors may
be able to offer customers lower prices on certain high volume programs. This
could result in price reductions, reduced margins and loss of market share,
all of which would materially and adversely affect the Company's business,
operating results and financial condition. In addition, competitors can copy
the Company's non-proprietary designs after the Company has invested in
development of products for customers, thereby enabling such competitors to
offer lower prices on such products due to savings in development costs.
Concentration of Major Customers
At present, the Company's customer base is highly concentrated, and there
can be no assurance that its customer base will not become more concentrated.
Three of the Company's OEM customers accounted for 21%, 11%, and 10%,
individually, of net sales in fiscal 1994. In 1993, the same customers
accounted for 32%, 3% and 0% of the Company's net sales.
There can be no assurance that the Company's principal customers will
continue to purchase products from the Company at current levels. Moreover,
the Company typically does not enter into long-term volume purchase contracts
with its customers, and the Company's customers have certain rights to extend
or delay the shipment of their orders. The loss of one or more of the
Company's major customers or the reduction, delay or cancellation of orders
from such customers could materially and adversely affect the Company's
business, operating results and financial condition.
Dependence on Key Personnel
The Company's future success depends in large part on the continued
service of its key technical, marketing and management personnel and on its
ability to continue to attract and retain qualified employees. The competition
for such personnel is intense, and there can be no assurance that the Company
will be successful in attracting and retaining such personnel. In addition,
the Company does not have any employment contracts with its key personnel.
The loss of key employees could have a material adverse effect on the Company's
business, operating results and financial condition.
Litigation
The Company currently is a party to approximately 108 lawsuits brought by
computer keyboard users in state and federal courts. These lawsuits allege
that specific keyboard products manufactured by the Company were sold with
manufacturing, design and warning defects which caused or contributed to the
claimants' alleged injuries, generally referred to as repetitive stress
injuries (RSI) or cumulative trauma disorders (CTD). The Company believes it
has valid defenses to these claims, and it will vigorously defend them. These
lawsuits are in the early stages of discovery. At this time, management
believes that it is not likely that the ultimate outcome of these lawsuits will
have a material adverse effect on the Company's financial position. However,
given the limited information currently available, the complexity of the
litigation, the inherent uncertainty of litigation and the ultimate resolution
of insurance coverage issues, management's position will change if warranted
by facts and circumstances.
Technological Change and New Product Risk
The market for the Company's products is characterized by rapidly changing
technology, evolving industry standards, frequent new product introductions and
relatively short product life cycles. The introduction of products embodying
new technologies or the emergence of new industry standards can render existing
products obsolete or unmarketable. The Company's success will depend upon its
ability to enhance its existing products and to develop and introduce, on a
timely and cost-effective basis, new products that keep pace with technological
developments and emerging industry standards and address evolving and
increasingly sophisticated customer requirements. Failure to do so could
substantially harm the Company's competitive position. There can be no
assurance that the Company will be successful in identifying, developing,
manufacturing and marketing products that respond to technological change,
emerging industry standards or evolving customer requirements.
Dilution
As of June 9, 1995, there were outstanding options for the purchase of
3,315,302 shares, of which options for approximately 2,773,837 shares were
vested and exercisable. Purchasers of the Common Stock offered hereby will
suffer immediate and substantial dilution to the extent outstanding options to
purchase the Company's Common Stock are exercised.
Possible Volatility of Stock Price
The stock price of the Company may be subject to wide fluctuations and
possible rapid increases or declines over a short time period. These
fluctuations may be due to factors specific to the Company such as variations in
quarterly operating results or changes in analysts' earning estimates, or to
factors relating to the computer industry or to the Securities markets in
general, which, in recent years, have experienced significant price
fluctuations. These fluctuations often have been unrelated to the operating
performance of the specific companies whose stocks are traded. Investors in the
Company's Common Stock should be willing to incur the risk of such fluctuations.
Market Price of and Dividends on the Registrant's Common Equity and Related
Shareholder Matters
The Company's Common Stock is quoted on the Nasdaq National Market System
under the symbol "KTCC". The following table sets forth, for the Company's
fiscal quarters indicated, the high and low closing sale prices per share of the
Common Stock as reported by Nasdaq.
1995 High Low
1st Quarter $11.500 $ 6.000
2nd Quarter $11.000 $ 9.000
3rd Quarter $14.375 $10.000
1994 High Low
1st Quarter $10.750 $ 8.750
2nd Quarter $ 9.250 $ 6.000
3rd Quarter $ 9.000 $ 6.250
4th Quarter $ 8.000 $ 6.000
1993 High Low
1st Quarter $ 7.125 $ 5.250
2nd Quarter $10.500 $ 6.625
3rd Quarter $12.875 $ 9.500
4th Quarter $14.000 $ 9.500
The Company has not paid any cash dividends on its Common Stock during the
last two fiscal years. The Company currently intends to retain its earnings for
its business and does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future. The Company's ability to pay dividends is
limited by certain financial covenants in the Company's bank loan agreements.
As of June 1, 1995, there were approximately 1,679 common shareholders of
record.
Control by the Hiller Key Tronic Partners, L.P. and The Hiller Group
Hiller Key Tronic Partners, L.P. ("HKT Partners") is a limited partnership
created by the Hiller Group, a corporate management organization. Pursuant to
an agreement between the Hiller Group and the Company, Stanley Hiller, Jr., who
currently has a 66.73% interest in HKT Partners, was appointed as a Director,
Chief Executive Officer, and Chairman of the Company's Executive Committee in
February 1992 and acquired the right to designate three additional persons to be
appointed to the Company's Board of Directors. HKT Partners beneficially owns
approximately 26% of the outstanding shares of Common Stock of the Company.
This concentration of ownership, in conjunction with the agreement between the
Company and the Hiller Group, will enable the Hiller Group to continue to exert
significant control over corporate actions after the sale of the shares offered
hereby and may have the effect of delaying or preventing a change in control of
the Company.
BACKGROUND OF THE OFFERING
In July 1993, pursuant to an agreement (the "Purchase Agreement") between
Honeywell, Inc., a Delaware corporation (the "Selling Shareholder") and the
Company whereby the Selling Shareholder sold to the Company certain assets and
properties used in the Selling Shareholder's keyboard business, the Selling
Shareholder acquired 400,000 shares of Common Stock of the Company and a warrant
to acquire an additional 300,000 shares of Common Stock of the Company at an
exercise price of $14.00 per share (the "Honeywell Warrant").
In connection with the Purchase Agreement, in July 1993, the Selling
Shareholder and the Company entered into a Registration Rights Agreement (the
"Registration Rights Agreement") pursuant to which the Selling Shareholder was
granted certain registration rights with respect to the Common Stock, including
the right to cause the Company to effect a Form S-3 Registration with respect to
the Common Stock held by the Selling Shareholder. The Company has filed this
Registration Statement in accordance with its obligations to the Selling
Shareholder under the Registration Rights Agreement.
Indemnification
The Company has agreed to indemnify the Selling Shareholder and its
control persons with respect to certain liabilities in connection with the sale
of the Common Stock pursuant to this Prospectus, including liabilities under
the Securities and Exchange Act. In addition, the Selling Shareholder has
agreed to indemnify the Company, its directors, officers and control persons
against certain liabilities incurred as a result of information provided by the
Selling Shareholder for use in this Prospectus.
DESCRIPTION OF CAPITAL STOCK
Common stock
The Company is authorized to issue 25,000,000 shares of Common Stock, no
par value per share. As of June 1, 1995, there were 8,422,503 shares of Common
Stock outstanding.
The holders of Common Stock are entitled to one vote for each share held on
record on all matters submitted to a vote of the stockholders. Holders of
Common Stock do not have cumulative voting rights in the election of directors.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be declared by the Board of Directors out of funds legally available
therefor. Holders of Common Stock do not have preemptive rights or rights to
convert their Common Stock into any other Securities. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
have the right to a ratable portion of the assets, if any, remaining after
payment of liabilities. All outstanding shares of Common Stock are fully paid
and nonassessable.
The affirmative vote of holders of at least two-thirds of the outstanding
Common Stock is required to approve certain business combinations, including
mergers, consolidations and the sale of substantially all of the assets of the
Company, with or to any 5% or greater shareholder, as well as to approve certain
amendments to the Restated Articles of Incorporation of the Company. During
such time as there is such 5% or greater shareholder, the consent of all the
Company's shareholders, or the affirmative vote of at least two-thirds of such
shareholders plus two-thirds of the continuing directors, is required to
dissolve voluntarily the Company.
TRANSFER AND WARRANT AGENT AND REGISTRAR
The Company's transfer agent and registrar for the Common Stock is the
Chemical Trust Company of California.
PLAN OF DISTRIBUTION
The Selling Shareholder shall dispose of the Common Stock in a "broker's
transaction" within the meaning of Section 4(4) of the Securities Act where the
broker acts as agent for the Selling Shareholder and receives only the normal
and customary commissions with regard to such transaction. Any commissions or
discounts paid or allowed to brokers, dealers or agents may be changed from time
to time.
The Selling Shareholder has advised the Company that during such time as
it may be engaged in the attempt to sell Common Stock registered hereunder, it
will: (i) not engage in any stabilization activity in connection with any of
the Company's Securities; (ii) cause to be furnished to each person to whom
Common Stock included herein may be offered, and to each broker-dealer, if any,
through whom Common Stock is offered, a copy of this Prospectus, as supplemented
or amended; and (iii) not bid for or purchase any of the Company's Securities or
any rights to acquire the Company's Securities or attempt to induce any person
to purchase any of the Company's Securities or rights to acquire the Company's
Securities other than as permitted under the Exchange Act.
The Selling Shareholder, and any other persons who participate in the sale
of the Common Stock from time to time, may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such persons, and any profits received
on resale of the Securities, may be deemed to be underwriting discounts or
commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this Registration
Statement until the earlier of (i) the sale of all the Common Stock registered
pursuant to this Prospectus or (ii) 120 days from the date of this Prospectus.
No sales may be made pursuant to this Prospectus after such date.
SELLING SHAREHOLDER
The Selling Shareholder for whom the Company is registering the Common
Stock for resale to the public is Honeywell, Inc., a Delaware corporation. The
Company will not receive any of the proceeds from the sale of the Common Stock.
Prior to the offering, the Selling Shareholder beneficially owned 700,000 shares
of Common Stock of the Company, of which 300,000 are shares subject to presently
exercisable warrants pursuant to the Honeywell Warrant and 400,000 shares, all
subject shares of the offering were, acquired pursuant to the Purchase
Agreement. After the completion of the offering, the Selling Shareholder will
beneficially own 300,000 shares of Common Stock of the Company, constituting
approximately 7% of the outstanding shares of Common Stock of the Company,
assuming the exercise of all warrants directly owned by the Selling
Shareholder.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Morrison & Foerster, Palo Alto, California. As of the date of this
Prospectus, Stephen M. Tennis, a partner of Morrison & Foerster, held a 1.5%
limited partnership interest in HKT Partners.
EXPERTS
Experts
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended July 2, 1994 have been audited by Deloitte &
Touche, LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
With respect to the unaudited financial information for the quarters
ended October 1, 1994, December 31, 1994, and April 1, 1995 which are
incorporated herein by reference, Deloitte & Touche, LLP, have applied
limited procedures in accordance with professional standards for a review
of such information. However, as stated in their reports included in the
Company's quarterly report on Form 10-Q for the quarters ended October 1,
1994, December 31, 1994, and April 1, 1995 and incorporated by reference
herein, they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on
their reports on such information should be restricted in light of the
limited nature of the review procedures applied. Deloitte & Touche, LLP,
are not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited financial information because
those reports are not "reports" or a "part" of the Registration Statement
prepared or certified by an accountant within the meaning of Sections 7
and 11 of the Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by the Company
in connection with the sale and distribution of the Common Stock being
registered. All amounts shown are estimates, except the registration fee.
Registration Fee $ 1,923
Legal Fees And Expenses $25,000
Accounting Fees And Expenses $ 1,500
NASD Filing Fee $ 6,075
Miscellaneous $10,000
Total $44,498
Item 15. Indemnification Of Directors And Officers.
The amended and restated articles of the company provide that, to the
fullest extent permitted by the Washington business corporation act, the
directors of the company shall not be liable to the company or its shareholders
for monetary damages for conduct as directors of the company.
The Amended and Restated By-Laws of the Company provide that, to the
fullest extent permitted by applicable law, the company shall indemnify and hold
harmless persons who are directors and officers of the Company who are parties
to or involved in legal proceedings in connection with their status as such.
Item 16. Exhibits And Financial Statement Schedules
2.1 Amended and Restated Purchase and Sale Agreement, dated July 30,
1993, between the Company and Honeywell, Inc. (previously filed as Exhibit
2(a) to the Form 8-K filed by the Company on July 30, 1993 and incorporated
by reference herein.)
4.1 Registration Rights Agreement, dated as of July 30, 1993, between the
Company and Honeywell, Inc. (previously filed as Exhibit 2(d) to the Form 8-K
filed by the Company on July 30, 1993 and incorporated by reference herein.)
5.1 Opinion of Morrison & Foerster.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Morrison & Foerster (included in Exhibit 5.1).
Item 17. Undertakings.
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 provisions described in Item 14 of this Registration
Statement 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.
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 Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Spokane, State of Washington, on the
____ day of June 1995.
KEY TRONIC CORPORATION
/s/ Ronald F. Klawitter
Ronald F. Klawitter
Vice President, Finance
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Stanley Hiller, Jr.
Stanley Hiller, Jr. Chief Executive Officer and June 9, 1995
Director (Principal Executive
Officer)
/s/ Ronald F. Klawitter
Ronald F. Klawitter Vice President, Finance and June 9, 1995
Treasurer (Principal Financial
and Accounting Officer)
/s/ Thomas W. Cason
Thomas W. Cason President, Chief Operating June 9, 1995
Officer and Director
/s/ Wendell J. Satre
Wendell J. Satre Chairman of the Board June 9, 1995
__________________
Robert H. Cannon, Jr. Director June 9, 1995
/s/ Michael R. Hallman
Michael R. Hallman Director June 9, 1995
/s/ Kenneth F. Holtby
Kenneth F. Holtby Director June 9, 1995
/s/ Royce G. Pearson
Royce G. Pearson Director June 9, 1995
/s/ Dale F. Pilz
Dale F. Pilz Director June 9, 1995
/s/ Yacov A. Shamash
Yacov A. Shamash Director June 9, 1995
/s/ Clarence W. Spangle
Clarence W. Spangle Director June 9, 1995
/s/ William E. Terry
William E. Terry Director June 9, 1995
/s/ Lewis G. Zirkle
Lewis G. Zirkle Director June 9, 1995
/s/ Ronald F. Klawitter
By: Ronald F. Klawitter
Attorney-In-Fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIALLY
NUMBERED PAGE
2.1* Amended and Restated Purchase and
Sale Agreement, dated July 30, 1993,
between the Company and Honeywell, Inc.
(previously filed as Exhibit 2(a) to
the Form 8-K filed by the Company on
July 30, 1993 and incorporated by
reference herein.)
4.1* Registration Rights Agreement, dated as
of July 30, 1993, between the Company
and Honeywell, Inc. (previously filed as
Exhibit 2(d) to the Form 8-K filed by the
Company on July 30, 1993 and incorporated by
reference herein.)
5.1 Opinion of Morrison & Foerster.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Morrison & Foerster included in
Exhibit 5.1).
* Previously Filed
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEY TRONIC CORPORATION
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Key Tronic Corporation of Form S-3 of our report dated August 24, 1994,
appearing in and incorporated by reference to us under the heading "Experts"
in this Registration Statement.
DELOITTE & TOUCHE, LLP
Seattle, Washington
June 7, 1995
EXHIBIT 5.1
June 9, 1995
Key Tronic Corporation
4424 N. Sullivan Road
Spokane, WA 99216
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
filed by Key Tronic Corporation, a Washington corporation (the "Company"), with
the Securities and Exchange Commission on June 9, 1995 (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended, of up to 400,000 shares of the Company's common stock, no par value
(the "Stock") being offered by Honeywell, Inc. (the "Selling Shareholder").
As counsel to the Company, we have examined the proceedings taken by the
Company and the Selling Shareholder in connection with the sale by the Selling
Shareholder of up to 400,000 shares of Stock.
It is our opinion that, upon completion of the proceedings to be taken by
the Company and the Selling Shareholder prior to the sale of the shares of
Stock, the 400,000 shares of Stock sold by the Selling Shareholder, when sold in
the manner described in the Registration Statement and the related Prospectus,
will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the Prospectus constituting a part thereof and any amendments
thereto.
Very Truly Yours,
/s/ Morrison & Foerster
