As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-
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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PEERLESS INDUSTRIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1456350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2430 METROPOLITAN CENTRE
333 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(Address, including zip code, of principal executive offices)
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PEERLESS INDUSTRIAL GROUP, INC.
STOCK OPTION PLAN
(Full title of the plan)
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WILLIAM H. SPELL
2430 METROPOLITAN CENTRE
333 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 371-9650
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
Brian D. Wenger, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
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CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Proposed maximum
Title of securities Amount to be maximum offering offering aggregate Amount of
to be registered Registered price per share (1) price registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 shares $1.625 $650,000 $225
$.01 par value
============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the last reported sale for such
stock on August 19, 1996, as quoted over-the-counter.
============================================================================================================
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by Peerless Industrial
Group, Inc. (the "Company") pursuant to General Instruction E to the Form S-8
Registration Statement under the Securities Act of 1933, as amended, to register
an additional 400,000 shares of the Company's Common Stock, $.01 par value (the
"Common Stock"), which will be issued pursuant to the Company's Stock Option
Plan. A total of 600,000 shares of Common Stock issuable under the Company's
Stock Option Plan have been previously registered pursuant to the Company's Form
S-8 Registration Statement filed with the Securities and Exchange Commission on
August 18, 1994 (Registration No. 33-83034), and the information contained
therein is hereby incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company incorporates herein by reference the following documents or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996, filed pursuant to
Section 13 of the 1934 Act;
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-18, Registration No.
2-98319.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, as amended, and 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 by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Briggs and Morgan, Professional Association (included
in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
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 and the State of Minnesota on the 23rd
day of August, 1996.
PEERLESS INDUSTRIAL GROUP, INC.
By /s/ William H. Spell
William H. Spell
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William H. Spell and Reynold M. Anderson,
or either of them (with full power to act alone), as his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective 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, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or necessary
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
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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<S> <C> <C>
/s/ William H. Spell Chief Executive Officer (Principal August 23, 1996
-------------------------------- Executive Officer) and Director
William H. Spell
/s/ Robert E. Deter Chief Financial Officer (Principal August 23, 1996
-------------------------------- Financial and Accounting Officer)
Robert E. Deter
/s/ Harry W. Spell Director August 23, 1996
--------------------------------
Harry W. Spell
/s/ Bruce A. Richard Director August 23, 1996
--------------------------------
Bruce A. Richard
/s/ Reynold M. Anderson Director August 23, 1996
--------------------------------
Reynold M. Anderson
/s/ Michael E. Platt Director August 23, 1996
--------------------------------
Michael E. Platt
-------------------------------- Director
Richard W. Perkins
/s/ Brian K. Smith Director August 23, 1996
--------------------------------
Brian K. Smith
-------------------------------- Director
Victor Reim
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Coopers & Lybrand L.L.P.
EXHIBIT 5.1
August 23, 1996
(612) 334-8573
Peerless Industrial Group, Inc.
2430 Metropolitan Centre
333 South Seventh Street
Minneapolis, MN 55402
RE: PEERLESS INDUSTRIAL GROUP, INC. STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
In connection with the proposed issuance of an additional 400,000
shares of common stock, $.01 par value (the "Shares"), of Peerless Industrial
Group, Inc. (the "Company") to be issued upon exercise of options granted under
the Company's Stock Option Plan (the "Plan") and registered with the Securities
and Exchange Commission on Form S-8, we have examined such documents and have
reviewed such questions of law as we have considered necessary and appropriate
for the purposes of this opinion and, based thereon, we advise you that, in our
opinion the Shares have been duly authorized by the Company and when duly
executed and authenticated and paid for and delivered in accordance with the
terms of the Plan referred to above, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above described Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By /s/ Brian D. Wenger
Brian D. Wenger
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Peerless Industrial Group, Inc. (formerly known as Discus Acquisition
Corporation) on Form S-8 of our report dated March 27, 1996, on our audits of
the consolidated financial statements of Peerless Industrial Group, Inc. as
of December 31, 1995, and December 25, 1994, and for the years then ended,
which report is included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995.
/S/ COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
August 23, 1996
