SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SALIENT 3 COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 23-2280922
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
P.O. Box 1498
Reading, Pennsylvania 19603
(610) 856-5500
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DIRECT STOCK PURCHASE PLAN
(Full title of the plan)
Thomas F. Hafer, Esq., Secretary
P.O. Box 1498
Reading, Pennsylvania 19603
(Name and address of agent for service)
(610) 856-5500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of shares to be price offering registration
to be registered registered per share(1) price(1) fee
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Class B Common Stock
($1.00 par value) 100,000 $9.8125 $981,250 $290
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<PAGE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices
for Class A Common Stock of the registrant reported by The Nasdaq Stock
Market for June 1, 1998.
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<PAGE>
Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register additional shares of Common
Stock, $1.00 par value, of Salient 3 Communications, Inc. (the "Company"),
with respect to a currently effective Registration Statement on Form S-8 of
the Company relating to a certain employee benefit plan of the Company.
The contents of the Registration Statement on Form S-8 as filed on
November 14, 1990, Registration No. 333-09639, are incorporated by reference
into this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
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4 Direct Stock Purchase Plan, as amended.
5 Opinion of Robert J. Johnson
23.1 Consent of Independent Public Accountants.
23.2 Consent of Robert J. Johnson (included in Exhibit 5).
* 24 Power of Attorney.
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* Previously filed.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Reading, Pennsylvania, on April 29, 1998.
SALIENT 3 COMMUNICATIONS, INC.
By: /s/ T. S. Cobb
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T. S. Cobb, Chairman of
the Board, President and Chief
Executive Officer, the principal
executive officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 29,
1998 in the capacities indicated:
Signature Title
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/s/ T. S. Cobb Chairman of the Board, President
- --------------------------- and Chief Executive Officer,
T. S. Cobb the principal executive officer
/s/ P. H. Snyder Senior Vice President, the principal
- --------------------------- financial officer and principal
P. H. Snyder accounting officer
/s/ J. W. Boyer, Jr. Director
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J. W. Boyer, Jr.
/s/ R. E. LaBlanc Director
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R. E. LaBlanc
-4-
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/s/ D. E. Lyons Director
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D. E. Lyons
/s/ D. K. Wilson, Jr. Director
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D. K. Wilson, Jr.
-5-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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4 Direct Stock Purchase Plan, as amended.
5 Opinion of Robert J. Johnson
23.1 Consent of Independent Public Accountants
23.2 Consent of Robert J. Johnson (included in Exhibit 5)
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DIRECT STOCK PURCHASE PLAN FOR
EMPLOYEES OF SALIENT 3 COMMUNICATIONS, INC.
AND ITS SUBSIDIARIES
Plan Document
Amended as of April 1998
<PAGE>
DIRECT STOCK PURCHASE PLAN
FOR EMPLOYEES OF SALIENT 3 COMMUNICATIONS, INC.
AND ITS SUBSIDIARIES
I. PURPOSE
The purpose of the Direct Stock Purchase Plan for Employees of
Salient 3 Communications, Inc. and its Subsidiaries is to provide all directors
and eligible employees of Salient 3 Communications, Inc. and its subsidiaries
with the opportunity to purchase shares of the Company's Class B Common Stock in
a manner that is both convenient and financially attractive. It is believed that
participation in Company ownership through the Plan will be to the mutual
benefit of both the Participant and the Company.
II. DEFINITIONS
A. "Board of Directors" shall mean the Board of Directors of the Company.
B. "Committee" shall mean the Executive Development Committee of the Board
of Directors, or such other Committee as may be designated by the Board of
Directors to administer the Plan.
C. "Company" shall mean Salient 3 Communications, Inc., a Delaware
corporation.
D. "Fair Market Value" shall mean the 4:00 p.m. Eastern Time "Close" price
for Class A Common Stock of the Company published in the Wall Street Journal on
the last day such price is published prior to the date a request to purchase
Stock is made in accordance with the Plan.
E. "Participant" shall mean any director of the Company or any full-time
active employee of the Company or of a Subsidiary.
F. "Plan" shall mean this Direct Stock Purchase Plan for Employees of
Salient 3 Communications, Inc. and its Subsidiaries, as amended or supplemented
from time to time.
G. "Stock" shall mean the Class B Common Stock of the Company or, in the
event that the outstanding shares of Class B Common Stock are hereafter changed
into or exchanged for shares of a different stock or other securities of the
Company or some other corporation, such other stock or securities.
H. "Subsidiary" shall mean any corporation of which 100% of the outstanding
voting securities are owned, directly or indirectly, by the Company.
<PAGE>
III. PARTICIPATION
Any director or full-time active employee of the Company or its
Subsidiaries may participate in the Plan. Participation in the Plan is entirely
voluntary on the part of the employee.
IV. STOCK SUBJECT TO THE PLAN
A. Subject to adjustment pursuant to the provisions of Section IV.B., the
number of shares of Stock which may be issued and sold hereunder shall not
exceed 300,000.
B. In the event that the outstanding shares of Class B Common Stock of the
Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company or of another corporation by reason
of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up, stock dividend or
otherwise, the aggregate number and kind of shares available for purchase under
the Plan shall be adjusted appropriately.
C. Upon the dissolution or liquidation of the Company or upon
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the assets of the Company, or of the
Subsidiaries, taken as a whole, to another corporation or entity, the Plan shall
terminate with respect to unissued shares of Stock reserved or allocated for
issuance under the Plan.
D. The manner and application of an, adjustment made pursuant to this
Section IV. shall be determined by the Board of Directors. Any such adjustment
shall provide for elimination of fractional share interests.
V. PARTICIPATION LIMITATION
The maximum number of shares of Stock which any Participant may
purchase in any one calendar year under the Plan shall be 2,500 shares. The
Board of Directors may in its sole and absolute discretion waive the foregoing
limitation on a case-by-case basis.
VI. PURCHASE PRICE PER SHARE
The price per share of Stock shall be the Fair Market Value thereof,
determined in accordance with Section II.D. of the Plan.
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<PAGE>
VII. PARTICIPANTS' RIGHTS AS SHAREHOLDERS
A Participant will be or will be deemed to be a holder of shares of
Stock upon the Company's receipt of a fully completed Purchase Form
accompanied by payment in full for such shares.
VIII. PROCEDURE FOR PURCHASING STOCK
A. Subject to the limitations set forth in Section V. hereof, a
Participant may purchase Stock under this Plan at any time and from time to
time during the calendar year.
B. A Participant desiring to purchase shares of Stock under the Plan
must submit to the Secretary of the Company or such other individual as may
be designated by the Committee a completed Purchase Form, together with a
check payable to the order of the Company in the amount of the Purchase Price
of the Stock to be purchased.
C. Upon receipt from a Participant of a duly completed Purchase Form and
a check payable to the order of the Company, the Secretary of the Company
shall issue to the Participant, from authorized but unissued shares or from
shares held in treasury, as many whole shares of Stock of the Company as may
be purchased with the funds provided by the Participant at the applicable
Fair Market Value. The Secretary shall promptly return to a Participant any
funds paid by the Participant and not applied to said purchase.
IX. STOCK CERTIFICATES
The Company shall issue certificates representing shares of Stock
acquired under the Plan from time to time subject to applicable law and such
regulations and procedures as the Committee may adopt. Such certificates may
bear such restrictive legends as the Committee may deem appropriate in order
to reflect any restrictions on transfer, disposition or other rights with
respect to such shares.
X. ADMINISTRATION
A. The Plan shall be administered by the Committee, which shall have the
full power, subject to, and within the limits of the Plan, to:
1. Adopt, interpret, and approve all rules for the administration of the
Plan; and
2. Exercise all powers and perform such acts in connection with the Plan
as are deemed necessary or appropriate to promote the best interests of the
Company.
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<PAGE>
B. A majority of the members of the Committee shall constitute a
quorum. The Committee may take action by vote of a majority present at a
meeting at which a quorum is present or by a written instrument executed by
all of the members of the Committee.
C. The Company shall supply full and timely information to the Committee
on all matters relating to eligible employees, their employment, death,
retirement, disability or other terms of employment, and such other pertinent
facts as the Committee may require.
D. The Committee may authorize one or more of its members to execute and
deliver documents on behalf of the Committee.
E. All actions taken, and all determinations made, by the Committee in
good faith under the Plan shall be final and binding upon all Participants.
F. Any notice or filing required or permitted to be given to the
Committee shall be sufficient if in writing and hand delivered, or sent by
first class mail, to the principal office of the Company, directed to the
attention of the Secretary of the Company. Such notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, on the date
received by the Company.
XI. MISCELLANEOUS PROVISIONS
A. Nothing in this Plan shall be construed as giving an employee any
right to remain in the employ of the Company or any Subsidiary.
B. No right or interest of any Participant in the Plan shall be assigned
or transferred by the Participant.
C. As the Plan context may require, the singular may be read as the
plural and the plural as the singular.
D. The captions to the articles, sections and paragraphs of the Plan are
for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
E. Any notice or filing required or permitted to be given to a
Participant of the Plan shall be sufficient if in writing and sent through
the U.S. Postal Service, registered mail, return receipt requested, postage
prepaid, to the Participant or his legal representatives at his last known
mailing address.
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<PAGE>
XII. AMENDMENT AND TERMINATION
A. The Board of Directors may at any time terminate, and may at any time
and from time to time and in any respect amend or modify the Plan; provided,
however, that no such action of the Board may materially and adversely affect
any purchase of Stock theretofore made without the consent of the
Participant.
B. Written notice of any amendment or modification of the Plan shall be
given to each Participant.
XIII. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective commencing January 1, 1991.
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SALIENT 3 COMMUNICATIONS, INC.
ROBERT J. JOHNSON
Senior Counsel
June 3, 1998
Salient 3 Communications, Inc.
P.O. Box 1498
Reading, PA 19603
Re: Registration Statement on Form S-8
Direct Stock Purchase Plan
Gentlemen:
Reference is made to a Registration Statement on Form S-8 of Salient 3
Communications, Inc. (the "Company") which is being filed with the Securities
and Exchange Commission on or about the date hereof (the "Registration
Statement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
The Registration Statement covers 100,000 shares of the Company's Class
B Common Stock, $1.00 par value per share (the "Shares"), which may be issued
by the Company pursuant to the Company's Direct Stock Purchase Plan (the
"Plan").
I have examined the Registration Statement, including the exhibits
thereto, the Company's Articles of Incorporation, as amended, the Company's
By-laws, the Plan and such other documents as I have deemed appropriate. In
the foregoing examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
authenticity of all documents submitted to me as copies of originals.
Based upon the foregoing, I am of the opinion that the Shares, when
issued and paid for in accordance with the terms of, and upon exercise of
options granted under, the Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ Robert J. Johnson
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Robert J. Johnson, Esquire
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: Salient 3 Communications, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement our reports dated January 26, 1998,
included in Salient 3 Communications, Inc. Form 10-K for the year ended
January 2, 1998 and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
June 3, 1998
