<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRATEGIC DISTRIBUTION, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 22-1849240
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12136 West Bayaud, Suite 320
Lakewood, Colorado 80228
(Address of principal (zip code)
executive offices)
Strategic Distribution, Inc. 1990 Incentive Stock Option Plan
(Full title of the plan)
William L. Mahone, Esq.
Assistant Secretary
Strategic Distribution, Inc.
165 Mason Street
Greenwich, Connecticut 06830
(203) 629-8750
(Name and address, including zip code, of agent for service)
(Telephone number, including area code, of agent for service)
COPY TO:
Neil Novikoff, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
The Exhibit Index is located on page 6
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ ---------------------- ---------------------- --------------------------- ------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share(1) price(1) registration fee
- ------------------------ ---------------------- ---------------------- --------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.10 per share 772,500(2) $6.50 $5,021,250 $1,731.47
<FN>
- ----------------------
(1) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the
Securities Act of 1933, as amended (the "Securities Act").
(2) Represents the additional 750,000 shares of Common Stock authorized for
issuance by the issuer's Board of Directors, adjusted to reflect the
issuer's subsequent 3% stock dividend.
</TABLE>
<PAGE>1
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by Strategic Distribution, Inc., a
Delaware corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8
filed on January 22, 1993 (File NO. 33-57578).
(b) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
(c) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995.
(d) The Company's Current Reports on Form 8-K and 8-K/A
filed on May 26, 1995 and July 11, 1995,
respectively.
(e) The description of the Common Stock of the Company,
par value $0.10 per share, which is included in the
Company's Application for Registration on Form 8-A,
dated July 21, 1989, as amended in the Company's
Amendment to Application or Report on Form 8, filed
pursuant to Securities Exchange Act of 1934, as
amended (the "Exchange Act") on December 13, 1990.
All reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
<PAGE>2
Item 8. EXHIBITS
5 Opinion of Willkie Farr & Gallagher.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in
Exhibit 5).
24 Powers of Attorney (contained in the signature
pages of this Registration Statement).
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the 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 Greenwich, State of Connecticut, on
the 28th day of February, 1996.
STRATEGIC DISTRIBUTION, INC.
By:/s/ Andrew M. Bursky
Andrew M. Bursky
Chairman of the
Board of Directors
<PAGE>4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William L. Mahone, in his own
capacity, his or her true and lawful attorney-in-fact, with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute or 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 by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/William R. Berkley Director February 28, 1996
William R. Berkley
/s/Andrew M. Bursky Chairman of the February 28, 1996
Andrew M. Bursky Board of Directors
/s/Arnold W. Donald Director February 28, 1996
Arnold W. Donald
/s/Catherine B. James Executive Vice February 28, 1996
Catherine B. James President, Secretary,
Treasurer and Director
/s/George E. Krauter Director February 28, 1996
George E. Krauter
</TABLE>
<PAGE>5
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/Joshua A. Polan Director February 28, 1996
Joshua A. Polan
/s/Mitchell I. Quain Director February 28, 1996
Mitchell I. Quain
/s/Theodore R. Rieple President and February 28, 1996
Theodore R. Rieple Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
5 Opinion of Willkie Farr & Gallagher
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Willkie Farr & Gallagher
(contained in Exhibit 5)
24.1 Powers of Attorney (contained in
the signature pages to this Registration
Statement)
<PAGE>
Exhibit 5
Opinion of Willkie Farr & Gallagher
<PAGE>
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
February 28, 1996
Strategic Distribution, Inc.
165 Mason Street
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We have acted as counsel to Strategic Distribution, Inc. (the
"Company"), a corporation organized under the laws of the State of Delaware,
with respect to the Company's Form S-8 Registration Statement (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, by the Company of 772,500 shares of Common Stock, par value $0.10
per share (the "Common Stock"), issuable upon exercise of stock options granted
or to be granted under the Strategic Distribution, Inc. 1990 Incentive Stock
Option Plan (the "Plan").
As counsel for the Company, we have examined, among other
things, such federal and state laws and originals and/or copies (certified or
otherwise identified to our satisfaction) of such documents, certificates and
records as we deemed necessary and appropriate for the purpose of preparing this
opinion.
Based on the foregoing, we hereby inform you that in our
opinion the shares of Common Stock have been duly and validly authorized for
issuance and, when issued in accordance with the terms of the Plan for
consideration in excess of $0.10 per share, will be validly issued, fully paid,
and nonassessable.
We hereby consent to the inclusion of this opinion as part of
the Registration Statement.
<PAGE>
Strategic Distribution, Inc.
February 28, 1996
Page Two
We are members of the Bar of the State of New York and do not
purport to be experts in the laws of jurisdictions other than the State of New
York, the General Corporation Law of the State of Delaware and the Federal laws
of the United States of America.
Very truly yours,
/s/Willkie Farr & Gallagher
<PAGE>
Exhibit 23.1
Consent of KPMG Peat Marwick LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Strategic Distribution, Inc.:
We consent to incorporation by reference herein of our report dated March 10,
1995 relating to the consolidated balance sheets of Strategic Distribution, Inc.
and subsidiaries as of December 31, 1994 and 1993 and the related consolidated
statements of income, stockholders' equity, and cash flows and related schedule
for each of the years in the three-year period ended December 31, 1994, which
report appears in the December 31, 1994 Annual Report on Form 10-K of Strategic
Distribution, Inc.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Stamford, Connecticut
March 5, 1996
