<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.
Executive Compensation Plan and
1996 Non-Employee Director Stock Plan
(Full title of the plans)
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 7
<PAGE>
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 650,000 $7.06 $4,589,000 $1,582.41
</TABLE>
- ----------------------
(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").
<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 Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for
the quarter ended March 31, 1996.
(c) 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 the 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.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware 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, criminal, administrative
or investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise. A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer,
director, employee or agent in defending such action, provided that the
director or officer undertakes to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
corporation. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses (including
attorneys' fees) which he or she actually and reasonably incurred in
connection therewith. The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-laws, agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, Article NINTH of
the Company's Second Restated Certificate of Incorporation (the "Second
Restated Certificate") provides that the Company shall indemnify each person
who is or was a director, officer, employee or agent of the Company (including
the heirs, executors,
<PAGE>3
administrators or estate of such person) or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted under Section 145 of the DGCL, as the same may be
amended or supplemented. The indemnification provided by the Second Restated
Certificate shall not be deemed exclusive of any other rights to which any of
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
The foregoing statements are subject to the detailed
provisions of Section 145 of the DGCL and Article NINTH of the Second Restated
Certificate.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
4 Specimen of Common Stock Certificate (incorporated
by reference to Amendment No. 2 to the Company's
Registration Statement on Form S-1, Registration
No. 33-82906, dated October 5, 1994).
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>4
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 Greenwich, State of
Connecticut, on the 26th day of June, 1996.
STRATEGIC DISTRIBUTION, INC.
By:/s/ Andrew M. Bursky
Andrew M. Bursky
Chairman of the
Board of Directors
<PAGE>5
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.
Signature Capacity Date
--------- -------- ----
/s/ William R. Berkley Director June 26, 1996
William R. Berkley
/s/ Andrew M. Bursky Chairman of the June 26, 1996
Andrew M. Bursky Board and Director
(Principal Executive
Officer)
/s/ Arnold W. Donald Director June 26, 1996
Arnold W. Donald
/s/ Catherine B. James Chief Financial June 26, 1996
Catherine B. James Officer, Executive
Vice President,
Secretary, Treasurer
and Director
(Principal Financial
Officer)
/s/ Charles J. Martin Vice President, June 26, 1996
Charles J. Martin Controller and Chief
Accounting Officer
(Principal Accounting
Officer)
<PAGE>6
Signature Capacity Date
- --------- -------- ----
/s/ George E. Krauter Director June 26, 1996
George E. Krauter
/s/ Joshua A. Polan Director June 26, 1996
Joshua A. Polan
/s/ Mitchell I. Quain Director June 26, 1996
Mitchell I. Quain
/s/ Theodore R. Rieple President and June 25, 1996
Theodore R. Rieple Director
<PAGE>7
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 Specimen of Common Stock Certificate (incorporated by
reference to Amendment No.2 to the Company's Registration
Statement on Form S-1, Registration No. 33-82906, dated
October 5, 1994)
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>1
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
June 27, 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 650,000 shares of Common Stock, par
value $0.10 per share (the "Common Stock"), 500,000 of which are issuable upon
exercise of stock options granted or to be granted under the Strategic
Distribution, Inc. Executive Compensation Plan (the "Executive Compensation
Plan") and 150,000 of which are issuable upon exercise of stock options
granted or to be granted under the Strategic Distribution, Inc. 1996
Non-Employee Director Stock Plan (the "Director Stock Plan", and together with
the Executive Compensation Plan, the "Plans").
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 Plans for
consideration in excess of $0.10 per share, will be validly issued, fully
paid, and nonassessable.
<PAGE>2
We hereby consent to the inclusion of this opinion as part
of the Registration Statement.
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>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Strategic Distribution, Inc.:
We consent to incorporation by reference herein of our report dated March 18,
1996 relating to the consolidated balance sheets of Strategic Distribution,
Inc. and subsidiaries as of December 31, 1994 and 1995 and the related
consolidated statements of income, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995, which
report appears in the December 31, 1995 Annual Report on Form 10-K of
Strategic Distribution, Inc.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Stamford, Connecticut
June 26, 1996
