AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
KEY TRONIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-0849125
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
NORTH 4424 SULLIVAN ROAD
SPOKANE, WASHINGTON 99216
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1995 KEY TRONIC CORPORATION
EXECUTIVE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
RONALD F. KLAWITTER
EXECUTIVE VICE PRESIDENT OF ADMINISTRATION, TREASURER AND SECRETARY
KEY TRONIC CORPORATION
NORTH 4424 SULLIVAN ROAD
SPOKANE, WASHINGTON 99216
(509) 928-8000
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
______________________
COPY TO:
LINDA A. SCHOEMAKER, ESQ.
PERKINS COIE
1201 THIRD AVENUE, 48TH FLOOR
SEATTLE, WASHINGTON 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF NUMBER TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED (2) SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock,
no par value per 1,500,000 $4.532 $6,798,000 $2005.41
share
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The price per share is estimated to be
$4.532, based on the average of the high ($4.688) and low ($4.375) sale
prices for the Registrant's Common Stock in the over-the-counter market on
January 13, 1999, as reported on the Nasdaq National Market.
(2) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the 1995 Key Tronic Corporation Executive Stock Option Plan as the result of
any future stock split, stock dividend or similar adjustment of the
Registrant's outstanding Common Stock.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
June 27, 1998, filed with the Securities and Exchange Commission (the
"Commission") on September 22, 1998, which contains audited financial statements
for the most recent year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the fiscal year covered by the Form 10-K referred to in (a) above;
and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement No. 011559 on Form 8-A filed with the
Commission on April 3, 1984 under Section 12(g) of the Exchange Act, including
any amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The opinion of counsel as to the legality of the securities that may be issued
under the Registrant's 1995 Key Tronic Corporation Executive Stock Option Plan
is given by Kathleen Nemeth, General Counsel for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.510 through 23B.08.600 of the Washington Business Corporation
Act (the "Washington Act") authorizes a court to award, or a corporation's board
of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
arising under the Securities Act of 1933, as amended (the "Securities Act").
Section VI of the Registrant's Restated Bylaws provides for indemnification of
the Registrant's directors and officers to the maximum extent permitted by
Washington law, which includes a right to indemnification for all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) actually and reasonably
incurred by any person in connection with any actual or threatened proceeding by
reason of the fact that such person is or was serving as a director or an
officer of the Registrant, with certain statutory exceptions. The Restated
Bylaws also provide that the Registrant may, by action of its Board of
Directors, provide indemnification to its employees and agents with the same
scope and effect as the foregoing indemnification of directors and officers.
Section 23B.08.320 of the Washington Act authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article VI.7 of the Registrant's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by Washington
law, such limitations on the liability of directors to the Registrant and its
shareholders.
The Registrant also maintains an insurance policy insuring its directors and
officers against liability for certain acts or omissions while acting in their
official capacities.
ITEM 8. EXHIBITS
Exhibit
Number Description
5.1 Opinion of Counsel regarding legality of the Common Stock being
registered
23.1 Consent of Deloitte & Touche LLP (see page II-5)
22.2 Consent of Counsel (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1* 1995 Key Tronic Corporation Executive Stock Option Plan
*previously filed.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement; and
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Spokane, State of Washington, on January 21, 1999.
KEY TRONIC CORPORATION
By /s/ Ronald F. Klawitter
Ronald F. Klawitter
Executive Vice President of Administration,
Treasurer and Secretary
POWER OF ATTORNEY
EACH PERSON WHOSE INDIVIDUAL SIGNATURE APPEARS BELOW HEREBY CONSTITUTES AND
APPOINTS JACK W. OEHLKE AND RONALD F. KLAWITTER, OR EITHER OF THEM, HIS
ATTORNEYS-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND
ON BEHALF OF HIM, INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW, AND TO FILE,
ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, INCLUDING ANY AND ALL
POST-EFFECTIVE AMENDMENTS.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on January 21, 1999.
SIGNATURE TITLE
/s/ Jack W. Oehlke Chief Executive Officer, President
Jack W. Oehlke and Director
/s/ Stanley Hiller, Jr. (Principal Executive Officer)
Stanley Hiller, Jr. Chairman of the Board of Directors
/s/ Ronald F. Klawitter Executive Vice President of
Ronald F. Klawitter Administration, Treasurer and
Secretary
(Principal Financial Officer)
/s/ Keith D. Cripe Controller (Principal Accounting
Keith D. Cripe Officer)
/s/ Michael R. Hallman
Michael R. Hallman Director
/s/ Kenneth F. Holtby
Kenneth F. Holtby Director
/s/ Dale F. Pilz
Dale F. Pilz Director
/s/ Wendell J. Satre
Wendell J. Satre Director
/s/ Yacov A. Shamash
Yacov A. Shamash Director
/s/ Clarence W. Spangle
Clarence W. Spangle Director
/s/ William E. Terry
William E. Terry Director
INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Counsel regarding legality of the Common Stock being
registered
23.1 Consent of Deloitte & Touche LLP (see page II-5)
23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1* 1995 Key Tronic Corporation Executive Stock Option Plan
*previously filed.
EXHIBIT 5.1
January 21, 1999
Key Tronic Corporation
North 4424 Sullivan Road
Spokane, Washington 99214-0687
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As General Counsel of Key Tronic Corporation (the "Company"), I have acted as
counsel in connection with the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") which is being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
with respect to 1,500,000 shares of the Company's common stock, no par value
(the "Shares"), which are to be issued pursuant to the 1995 Key Tronic
Corporation Executive Stock Option Plan (the "Plan"). I have examined the
Registration Statement and such documents and records of the Company and other
documents as I have deemed necessary for the purpose of this opinion.
Based upon and subject to the foregoing, I am of the opinion that the Shares
that may be issued by the Company pursuant to the Plan have been duly authorized
and that, upon the due execution by the Company and registration by its
registrars of the Shares, the issuance thereof by the Company, and the receipt
of the consideration therefor in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the heading "Interests
of Named Experts and Counsel" in the Registration Statement. In giving such
consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Kathleen L. Nemeth
Kathleen L. Nemeth
General Counsel
Key Tronic Corporation
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Key Tronic Corporation on Form S-8 of our report dated August 10, 1999,
appearing in the Annual Report on Form 10-K of Key Tronic Corporation for the
year ended June 27, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
January 21, 1999
