As filed with the Securities and Exchange Commission on December 7,
2000.
Registration No. 333-_____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AULT INCORPORATED
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0842932
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7105 NORTHLAND TERRACE
MINNEAPOLIS, MINNESOTA 55428
(Address of principal executive offices and zip code)
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AULT INCORPORATED 1996 STOCK PLAN
(Full title of the Plan)
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Copy to:
Frederick M. Green Richard A. Primuth
President and Chief Executive Officer Lindquist & Vennum P.L.L.P.
Ault Incorporated 4200 IDS Center
7105 Northland Terrace 80 South 8th Street
Minneapolis, Minnesota 55428 Minneapolis, MN 55402
(763) 592-1910 (612) 371-3211
(Name, address and telephone
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(2) Per Share Price Fee
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Common Stock, 300,000 shares $6.6875(1) $2,006,250(1) $ 529.65
no par value,
to be issued pursuant
to Ault Incorporated
1996 Stock Plan
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the closing price of the
Company's Common Stock on the Nasdaq National Market on December 4,
2000.
(2) 500,000 shares were registered on Form S-8 (File No. 333-38455) on
October 22, 1997; 250,000 shares were registered on Form S-8 (File No.
333-91389) on November 22, 1999; and 300,000 shares are being
registered herewith.
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 333-38455) was filed
with the Securities and Exchange Commission on October 22, 1997 covering the
registration of 500,000 shares initially authorized for issuance under the
Company's 1996 Stock Incentive Plan (the "Plan"). A filing fee of $1,175 was
paid at the time the Registration Statement was filed. A Registration Statement
on Form S-8 (File No. 333-91389) was filed with the Securities and Exchange
Commission on November 22, 1999 covering the registration of an additional
250,000 shares authorized under the Plan. This amendment was authorized by the
Company's Board of Directors on July 21, 1999 and such amendment was approved by
the Company's shareholders on September 30, 1999. A filing fee of $425.69 was
paid at the time the Registration Statement was filed. Pursuant to General
Instruction E of Form S-8 and Rule 429, this Registration Statement is being
filed to register an additional 300,000 shares authorized under the Plan. An
amendment to the Plan to increase the reserved and authorized number of shares
under the Plan by 300,000 was authorized by the Company's Board of Directors on
August 10, 2000 and such amendment was approved by the Company's shareholders on
September 26, 2000. This Registration Statement should also be considered a
post-effective amendment to the prior Registration Statement. The contents of
the prior Registration Statement are incorporated herein by reference.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and
2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the fiscal
year ended May 28, 2000.
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended August 27, 2000; the Definitive Proxy Statement
dated August 25, 2000 for the 2000 Annual Meeting of
Shareholders held on September 26, 2000.
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(c) The description of the Company's Common Stock to be offered
pursuant to this Registration Statement is incorporated by
reference to the Company's Registration Statement on Form S-1
filed on July 18, 1983 (No. 2-85224).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XI of the Registrant's Bylaws provides that the Registrant
shall indemnify any person who at any time shall serve or shall have served as a
director, officer or employee of the Corporation, or of any other enterprise at
the request of the Corporation, and the heirs, executors and administrators of
such person in accordance with, and to the fullest extent permitted by the
provisions of the Minnesota Business Corporation Act, Minnesota Statutes,
Chapter 302A, as it may be amended from time to time.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organization, reasonably
believed that the conduct was not opposed to the best interests of the
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corporation. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
4.1 Ault Incorporated 1996 Stock Option Plan, as amended
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touch LLP, independent auditors
23.3 Consent of McGladrey & Pullen, LLP, independent auditors
24.1 Power of Attorney (set forth on the signature page hereof)
Item 9. Undertakings.
The Company hereby undertakes to:
(a) (1) File, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(i) 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.
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(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the issuer pursuant to the foregoing provisions, or otherwise, the
issuer 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 issuer of expenses
incurred or paid by a director, officer or controlling person of the issuer 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 issuer will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 Minneapolis, State of Minnesota, on December 7, 2000.
AULT INCORPORATED
By /s/ Frederick M. Green
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Frederick M. Green
President and Chief Executive
Officer
POWER OF ATTORNEY
The undersigned officers and directors of Ault Incorporated hereby
constitute and appoint Frederick M. Green and Donald L. Henry, or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
December 7, 2000 in the capacities indicated.
Signature Title
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/s/ Frederick M. Green President, Chief Executive Officer
-------------------------- and Chairman of the Board
Frederick M. Green (Principal Executive Officer)
/s/ Donald L. Henry Chief Financial Officer
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Donald L. Henry
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/s/ John Colwill, Jr. Director
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John Colwill, Jr.
/s/ Delbert W. Johnson Director
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Delbert W. Johnson
/s/ John G. Kassakian Director
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John G. Kassakian
/s/ David J. Larkin Director
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David J. Larkin
/s/ Frank L. Sims Director
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Frank L. Sims
/s/ Matthew A. Sutton Director
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Matthew A. Sutton
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