Registration No. 333-_____
As filed with the Securities and Exchange Commission on April 28, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
ORBIT INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or
organization)
11-1826363
(I.R.S. Employer
Identification No.)
Dennis Sunshine
President and Chief Executive Officer
Orbit International Corp.
80 Cabot Court
Hauppauge, New York 11788
(Address, including zip code, and telephone
number, including area code,
of registrant's principal executive offices and
agent for service)
Orbit International Corporation 1995
Employee Stock Option Plan and
Orbit International Corporation 1995
Stock Option Plan for Non-Employee
Directors
Copy to:
Barbara A. Wood, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
CALCULATION OF REGISTRATION FEE
Title of
Securities
To Be
Registered
Amount
To Be
Registered
(1)
Proposed
Maximum
Offering
Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee (3)
Common Stock,
par
value $0.10
per share
825,500 (5)
$1.25
$1,031,875(3)
$312.69
Common Stock,
par value $0.10
per share
248,500 (5)
$0.81
$201,285(3)
$70.00
Common Stock,
par value $0.10
per share
10,000(5)
$1.81
$18,100(3)
$5.49
Common Stock,
par value $0.10
per share
416,000(5)
$2.00(2)
$832,000(2)(4)
$252.12
Common Stock,
par value $0.10
per share
15,000(6)
$1.25
$18,750(3)
$5.68
Common Stock,
par value $0.10
per share
3,000(6)
$1.0625
$3,187.50(3)
$0.97
Common Stock,
par value $0.10
per share
132,000(6)
$2.00(2)
$264,000(2)(4)
$80.00
Totals
1,650,000
$2,369,197.50
$717.94
(1) Plus such indeterminate number of shares pursuant to Rule 416 as
may be issued in respect of stock splits, stock dividends and
similar transactions.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule457(h) under the Securities Act of 1933 on
the average high and low prices for the Common Stock, as reported
on the Nasdaq National Market on April 23, 1997.
(3) Based upon the actual prices at which the 1,084,000 shares
subject to options currently outstanding under the 1995
Employee Stock Option Plan (the "1995 Employee Plan") and the
18,000 shares subject to options currently outstanding under
the 1995 Stock Option Plan for Non-Employee Directors (the
"1995 Non-Employee Director Plan") (together the "Plans") are
exercisable .
(4) Assuming that the 548,000 shares underlying options remaining
available for grants under the Plans are exercisable for $2.00
per share.
(5) The number of shares of Common Stock being registered represents
the shares of Common Stock that may be issued on the date
hereof under the 1995 Employee Plan pursuant to options issued or
to be issued under the 1995 Employee Plan.
(6) The number of shares of Common Stock being registered represents
the shares of Common Stock that may be issued on the date
hereof under the 1995 Non-Employee Director Plan pursuant to
options issued or to be issued under the Non-Employee Director
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") has
been or will be sent or given to participants in the 1995 Employee
Stock Option Plan (the "1995 Employee Plan") and the 1995 Stock
Option Plan for Non-Employee Directors (the "1995 Non-Employee
Director Plan" and together with the 1995 Employee Plan, the
"Plans") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"). Such document(s)
are not being filed with the Commission but constitute (along with
the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement includes a Prospectus, prepared in
accordance with the requirements of Form S-3, which, pursuant to
General Instruction C of Form S-8, may be used for (i) the offer
and sale by certain officers and directors of the Company who may
be deemed to be "affiliates" of the Company, as that term is
defined in Rule 405 under the Securities Act, of securities
registered hereunder and (ii) reoffers and resales by certain
participants in the Plans of shares of Common Stock, which shares
are restricted securities as defined in Rule 144 under the
Securities Act, issued upon the exercise of options granted
pursuant to the Plans.
ORBIT INTERNATIONAL CORP.
COMMON STOCK (Par Value $0.10 Per Share)
UP TO 1,500,000 SHARES OF COMMON STOCK UNDER THE ORBIT
INTERNATIONAL CORP. 1995 EMPLOYEE STOCK OPTION PLAN
UP TO 150,000 SHARES OF COMMON STOCK UNDER THE ORBIT INTERNATIONAL
CORP. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
This Prospectus relates to (i) offers and sales of shares of
Common Stock, par value $0.10 per share (the "Common Stock"), of
Orbit International Corp., a Delaware corporation (the "Company" or
"Orbit") that have been or will be acquired by certain officers and
directors (the "Management Selling Security-Holders") who may be
deemed to be affiliates of the Company, as defined in Rule 405
under the Securities Act of 1933 (the "Securities Act"), upon
exercise of options (the "Options") granted pursuant to (a) the
Orbit International Corp. 1995 Employee Stock Option Plan (the
"1995 Employee Plan") and (b) the 1995 Stock Option Plan for Non-
Employee Directors (the "1995 Non-Employee Director Plan" and
together with the 1995 Employee Plan, the "Plans") and (ii)
reoffers and resales by certain participants (with the Management
Selling Security-Holders, the "Selling Security-Holders") in the
Plans of shares of Common Stock, which shares are "restricted
securities" as defined in Rule 144 under the Securities Act, issued
upon exercise of the Options granted pursuant to the Plans.
The Common Stock is quoted on the Nasdaq National Market (the
"Nasdaq National Market") under the symbol "ORBT." The closing
sales price for the Common Stock on April 23, 1997 was $2.00 per
share.
Shares of Common Stock covered by this Prospectus (the "Shares")
may be offered and sold from time to time directly by the Selling
Security-Holders or through brokers on the Nasdaq National Market
or otherwise at the prices prevailing at the time of such sales.
The net proceeds to the Selling Security-Holders will be the
proceeds received by them upon such sales, less brokerage
commissions, if any. The Company will pay all expenses of
preparing and reproducing this Prospectus, but will not receive any
of the proceeds from sales by any of the Selling Security-Holders.
The Selling Security-Holders, and any broker-dealers, agents, or
underwriters through whom the Shares are sold, may be deemed
"underwriters" within the meaning of the Securities Act with
respect to securities offered by them, and any profits realized or
commissions received by them may be deemed underwriting
compensation. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE COMMON STOCK OFFERED HEREBY INVOLVES A SUBSTANTIAL DEGREE OF
RISK. SEE "RISK FACTORS."
No dealer, salesman, or any other person has been authorized to
give any information or to make any representation other than as
contained or incorporated by reference herein and, if given or
made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
securities by anyone in any jurisdiction in which such offering may
not lawfully be made. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or the information herein since the date hereof. See "Risk
Factors."
The date of this Prospectus is April 28, 1997
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549,
a Registration Statement (the "Registration Statement") under the
Securities Act with respect to the offering and sale from time to
time of the Shares. This Prospectus does not contain all the
information set forth in the Registration Statement and the
exhibits thereto, as permitted by the rules and regulations of the
Commission. For further information, reference is made to the
Registration Statement and to the exhibits filed therewith.
Statements contained in this Prospectus as to the contents of any
contract or other document which has been filed or incorporated by
reference as an exhibit to the Registration Statement are qualified
in their entirety by reference to such exhibits for a complete
statement of their terms and conditions. Additionally, the Company
is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other
information statements with the Commission. Copies of such
materials may be inspected without charge at the offices of the
Commission, and copies of all or any part thereof may be obtained
from the Commission s public reference facilities at 450 Fifth
Street, N.W., Washington D.C. 20549 or at the regional offices of
the Commission located at 7 World Trade Center, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, upon payment of the fees prescribed by the Commission. The
Registration Statement has been filed electronically with the
Commission. The Commission maintains a Web site that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission
at http://www.sec.gov. In addition, the Common Stock is quoted on
the Nasdaq National Market. Reports and other information
concerning the Company may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference and made a part of this
Prospectus is the Company's Annual Report on Form 10-K/A No. 1 for
the fiscal year ended December 31, 1996. All documents
subsequently filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the
offering made hereby will be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in any
document incorporated by reference shall be deemed to be modified
or superseded for purposes of this Prospectus 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
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
All information appearing in this Prospectus is qualified in its
entirety by the information and financial statements (including
notes thereto) appearing in the documents incorporated herein by
reference, except to the extent set forth in the immediately
preceding statement.
The Company will provide without charge to each person who
receives a prospectus, upon written or oral request of such person,
a copy of the information that is incorporated by reference herein
(not including exhibits to the information that is incorporated by
reference herein). Requests for such information should be
directed to: Orbit International Corp., 80 Cabot Court, Hauppauge,
New York 11788; Attention: Secretary. The Company's telephone
number is: (516)435-8300.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference into this
Prospectus constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
All such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry
results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-
looking statements. Such factors include, among others, the
following: general economic and business conditions; competitive
factors in the industry, including additional competition from
existing competitors or future entrants to the industry; social and
economic conditions; local, state and federal regulations; changes
in business strategy or development plans; the Company's
indebtedness; availability, terms and deployment of capital;
availability of qualified personnel; and other factors referenced
in this Prospectus and in the Company's filings with the
Commission.
THE COMPANY
The following summary is qualified in its entirety by reference to
the more detailed information and the financial statements and the
related notes appearing elsewhere in this Prospectus or
incorporated herein by reference. Each prospective investor is
urged to read this Prospectus in its entirety. Investment in the
securities offered hereby involves a high degree of risk. See
"Risk Factors."
Orbit International Corp. (the "Company" or "Orbit") conducts its
operations through its Orbit Instrument Division and its
subsidiary, Behlman Electronics, Inc. In August 1996, the Company
announced that it was discontinuing operations of its apparel
businesses. Through its Orbit Instrument Division, which includes
its wholly-owned subsidiary, Orbit Instrument of California, Inc.,
the Company is engaged in the design, manufacture and sale of
customized electronic components and subsystems. Behlman
Electronics, Inc. is engaged in the design and manufacture of
distortion-free commercial power units, power conversion devices
and electronic devices for measurement and display.
In February 1996, the Company, through its wholly-owned
subsidiary, Cabot Court, Inc. ("Cabot Court"), completed the
acquisition of certain of the assets, subject to certain
liabilities, of Astrosystems, Inc. and its wholly-owned subsidiary
Behlman Electronics, Inc. Concurrently with the purchase, Cabot
Court changed its name to Behlman Electronics, Inc. ("Behlman").
On August 6, 1996, the Board of Directors of the Company adopted a
plan to sell and/or liquidate its U.S. and Canadian apparel
operations. The U.S. operations consisted of the design,
importation and manufacture of women's active-wear and outer-wear,
principally under the East/West label, through the Company's
East/West Division and its subsidiary, East End Apparel Group,
Ltd. In the fourth quarter of 1996, the Company entered into a
three-year license agreement with a third party pursuant to which
Orbit granted to the third party the right to manufacture and sell
ladies apparel under the "East/West" trademark in the U.S. and
Canada. The operations of the East/West division are limited to
servicing such license.
The Canadian apparel operations have been operated through the
Company's three wholly-owned subsidiaries in Canada: Canada
Classique Inc. ("Classique"), Winnipeg Leather (1991) Inc.
("Winnipeg Leather") and Symax Garment Co. (1993) Ltd. ("Symax").
On March 12, 1997, Orbit commenced bankruptcy proceedings against
Classique, which manufactured branded private label men's, women's
and children's outer-wear in Winnipeg, Manitoba, Canada, and
Winnipeg Leather, which manufactured women's garments under private
labels in Winnipeg, Manitoba, Canada. Classique and Winnipeg
Leather are now in bankruptcy and Orbit has appointed a receiver
and manager for the purpose of liquidating their assets. The
Company is currently seeking buyers for such assets. On March 7,
1997, substantially all of the assets of Symax, which manufactured
and sold private label men's outer wear in Vancouver, British
Columbia, Canada were sold to a third party.
In July 1988 Orbit, through a wholly-owned subsidiary, USA
Classic, Inc. ("USA Classic"), acquired all of the outstanding
stock of U.S. Apparel, Inc. In November 1992, USA Classic
completed an initial public offering of 3,105,000 shares of its
common stock, thereby reducing Orbit's ownership to approximately
43%. USA Classic designed, manufactured and marketed men's,
women's and children's active-wear, sportswear and outer-wear until
it, and its subsidiaries, filed petitions under Chapter 11 of the
United States Bankruptcy Code in May 1994.
The Company currently operates in one industry segment which
involves the design and manufacture of various electronic
components. In prior years it also operated in two additional
segments in which it designed and manufactured items of apparel in
the United States and Canada. The Company discontinued its apparel
operations in August 1996.
The Orbit Instrument Division designs, manufactures and sells
customized panels, components, and subsystems for contract program
requirements to prime contractors, governmental procurement
agencies and research and development laboratories. The Company
primarily designs and manufactures in support of specific military
program requirements. More recently, the Company has focused on
providing commercial, non-military-"ruggedized" hardware for prime
contractor programs at cost competitive pricing. Products include
a variety of custom designed plasma based telephonic
intercommunication panels for secure voice airborne and shipboard
program requirements, full-mil keyboards, trackballs and data entry
display devices. The Instrument Division's products, which in all
cases are designed for customer requirements on a firm fixed price
contract basis, have been successfully incorporated on surveillance
aircraft programs, including E-2C, J/STARS, AWACS and P-3
requirements and shipboard programs, including AEGIS, DDG'S, BFTT,
LSD'S and LHA applications, as well as a variety of land based
guidance control programs.
On February 6, 1996, Cabot Court acquired for $3,706,700 (the
"Purchase Price") certain of the assets, subject to certain
liabilities, of Astrosystems, Inc. ("Astrosystems") and
Astrosystems' wholly-owned subsidiary, BEI Electronics, Inc.
("BEI"). The acquired assets, which included inventory, fixtures
and equipment, had been used by Astrosystems and BEI in the
business of manufacturing and selling power supplies, AC power
sources, frequency converters, uninterruptable power supplies
("UPS") and associated analytical equipment and other electronic
equipment. The Purchase Price is subject to adjustment based upon
a final inventory valuation. Orbit and Astrosystems have not yet
agreed upon the final inventory valuation. Cabot Court changed its
name to Behlman Electronics, Inc. ("Behlman") on February 7, 1996.
The military division of Behlman designs and manufactures power
conversion devices and electronic products for measurement and
display. The commercial products division produces high quality,
distortion free commercial power units and low noise UPS.
RISK FACTORS
This Prospectus contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Actual results could differ materially from those projected
in the forward-looking statements as a result of certain
uncertainties set forth below and elsewhere in this Prospectus. An
investment in the Shares is highly speculative, involves a high
degree of risk. Prospective investors, prior to making an
investment decision, should carefully consider the following risk
factors, in addition to the other information set forth in this
Prospectus, in connection with an investment in the Common Stock
offered hereby.
Competition
The competitive position of the Orbit Instrument Division
within the electronics industry is, in the Company's view,
predicated upon the Company's manufacturing techniques, its ability
to design and manufacture products which will meet the specific
needs of its customers and its long-standing successful
relationship with its major customers. There are numerous
companies (many of which are substantially larger than the Company)
capable of producing substantially all of the Company's products.
However, to the Company's knowledge, none of such competitors
currently produce all of the products that the Instrument Division
produces.
Competition in the markets for Behlman's commercial and
military products depends on such factors as price, product
reliability and performance, engineering and production. In
particular, due primarily to budgetary restraints and program
cutbacks, competition in Behlman's government markets has been
increasingly severe and price has become the major overriding
factor in contract and subcontract awards. To the best of the
Company's knowledge, some of Behlman's regular competitors include
larger companies with substantially greater capital resources and
far larger engineering, administrative, sales and production staffs
than Behlman.
Reliance on Substantial Customers
General Motors Hughes Electronics Corporation ("GMHEC"),
Northrup Grumman, various agencies of the United States government
and Western Atlas accounted for approximately 28%, 15%, 17% and 12%
respectively, of net sales from continuing operations of the
Company for the fiscal year ended December 31, 1996. The loss of
any of these customers would have a material adverse effect on the
sales and earnings of the Company.
Since a significant amount of all of the products which the
Company manufactures are used in military applications, any
substantial reduction in overall military spending by the U. S.
Federal government could have a material adverse effect on the
Company's sales and earnings.
Special Features of Government Contracts and Defense Contracts
Orders under U.S. Federal government prime contracts or
subcontracts are customarily subject to termination at the
convenience of the U.S. Federal government, in which event the
contractor is normally entitled to reimbursement for allowable
costs and to a reasonable allowance for profits, unless the
termination of a contract was due to a default on the part of the
contractor.
A significant portion of the Company's revenues are subject
to audit under the Vinson-Trammel Act of 1934 and other federal
statutes since they are derived from sales under U.S. Federal
government contracts. The Company believes that adjustments to
such revenues, if any, will not have a material effect on the
Company's financial position.
The Company continues to seek new contracts with the U.S.
Federal government which require up-front design, engineering,
prototype and preproduction costs. While the Company attempts to
negotiate contract awards for reimbursement of product development,
there is no assurance that sufficient monies will be set aside by
the government for such effort. In addition, even if the
government agrees to reimburse development costs, there is still a
significant risk of cost overrun which may not be reimbursable.
Furthermore, once the Company has completed the design and
preproduction stage, there is no assurance that funding will be
provided for future production.
The Company is heavily dependent upon military spending as a
source of revenues and income. World events have led the U.S.
Federal government to reevaluate the level of military spending
necessary for national security. Any significant reductions in the
level of military spending by the U.S. Federal government could
have a negative impact on the Company's future revenues and
earnings. In addition, due to major consolidations in the defense
industry, it has become more difficult to avoid dependence on
certain customers for revenue and income.
Dependence upon Senior Management
The success of the Company's business is dependent upon the
active participation of the executive officers of the Company, most
of whom have been employed by the Company for a number of years. In
the event that the services of certain of such officers are lost
for any reason, the Company's business may be materially and
adversely affected.
Possible Anti-takeover Effects of Delaware Law
The Company is subject to the provisions of Section 203 of
the General Corporation Law of Delaware. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which
the person becomes an interested stockholder, unless the business
combination is approved in a prescribed manner or unless the
interested stockholder acquires at least 85% of the corporation's
voting stock (excluding shares held by certain designated
stockholders) in the transaction in which it becomes an interested
stockholder. A "business combination" includes mergers, asset
sales, and other transactions resulting in a financial benefit to
the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person who, together with affiliates
and associates, owns, or within the previous three years did own,
15% or more of the corporation's voting stock. This provision of
the Delaware law could delay and make more difficult a business
combination even if the business combination could be beneficial,
in the short term, to the interests of the stockholders. This
provision of the Delaware law could also limit the price certain
investors might be willing to pay in the future for shares of
Common Stock.
Possible Volatility of Stock Price
The stock market has from time to time experienced extreme
price and volume fluctuations that have been unrelated to the
operating performance of particular companies. The market price of
the Company's Common Stock may be significantly affected by
quarterly variations in the Company's operating results, changes in
financial estimates by securities analysts or failure by the
Company to meet such estimates, litigation involving the Company,
general trends in electronics industry, actions by governmental
agencies, national economic and stock market conditions, industry
reports and other factors, many of which are beyond the control of
the Company.
Litigation
The Company is a defendant in a class action suit commenced
by an alleged shareholder of USA Classic, Inc. ("USA Classic")
against USA Classic and certain of its directors in the United
States District Court for the Southern District of New York. The
action was commenced on behalf of shareholders, other than the
defendants, who acquired their shares from November 20, 1992, the
date of the initial public offering of common stock of USA Classic
through September 22, 1993, and alleges violations of the
Securities Act of 1933 in connection with the offering as well as
violations of Section 10(b) of the Securities Exchange Act of 1934.
USA Classic filed a Bankruptcy Petition under Chapter 11 of the
United States Bankruptcy Code in May 1994. The plaintiffs are
seeking compensatory damages as well as fees and expenses. Should
the plaintiffs succeed in this action, the Company may be liable
for considerable damages.
Control by Management and Existing Stockholders
The present directors, executive officers and principal
stockholders of the Company and their affiliates beneficially own
approximately 36.11% of the Company's outstanding securities.
Accordingly, such stockholders, if they act together, will have the
ability to effectively control the election of the Company's
directors and most other stockholders' actions.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
the Common Stock by the Selling Security-Holders. All such
proceeds will be received by the Selling Security-Holders.
SELLING SECURITY-HOLDERS
The following table sets forth (i) the name and principal
position(s) over the past three years with the Company of each of
the Selling Security-Holders, (ii) the number of shares of Common
Stock beneficially owned by each Selling Security -Holder as of
April 18, 1997; and (iii) the number of shares of Common Stock
available to be acquired by each Selling Security-Holder pursuant
to the Plans being registered hereby, some or all of which shares
may be sold pursuant to this Prospectus. Since any or all of the
shares of Common Stock listed below may be offered for sale by the
Selling Security-Holders from time to time, no estimate can be
given as to the number of shares of Common Stock (or the percentage
of the total class of Common Stock outstanding) that will be held
by the Selling Security-Holders upon termination of this offering.
Also included among the Selling Security-Holders may be certain
unnamed non-affiliates of the Company, each of whom holds less than
the lesser of 1000 shares or 1% of the shares issuable under each
Plan. When and if further information becomes available with
respect to the names of additional Selling Security-Holders or the
amounts of securities to be acquired pursuant to the Plans and sold
by the Selling Security-Holders, such information will be included
in a prospectus supplement. Except as otherwise indicated, the
Selling Security-Holders listed on the table have sole voting and
investment power with respect to the shares of Common Stock
indicated.
NAME OF SELLING
SECURITY HOLDER
POSITION WITH
THE COMPANY
NUMBER
OF
SHARES
OF
COMMON
STOCK
SUBJECT
TO
OPTIONS
OWNED
BEFORE
THE
OFFERING
NUMBER
OF
SHARES
OF
COMMON
STOCK
OWNED
BEFORE
THE
OFFERING
NUMBER
OF
SHARES
OFFERED
Dennis Sunshine
President, Chief
Executive Officer
and Director
275,000
995,138(1)
275,000
Bruce Reissman
Executive Vice
President, Chief
Operating Officer
and Director
260,000
693,614
260,000
Mitchell Binder
Vice President-
Finance, Chief
Financial Officer
and Director
200,000
20,200
200,000
Harlan Sylvan
Treasurer,
Secretary and
Controller
50,000
3,000
50,000
Nathan A.
Greenberg
Director
6,000
2,000
6,000
John Malloy
Director
6,000
2,000
6,000
Stanley Morris
Director
6,000
5,000
6,000
_____________________
(1) Includes 690,614 shares held by Mr.Sunshine's wife and
3,000 shares held in her IRA.
DESCRIPTION OF CAPITAL STOCK
Description of Securities
The following summary of the terms of the Company's capital
stock does not purport to be complete and is qualified in its
entirety by reference to the applicable provisions of Delaware
law, the Company's Certificate of Incorporation and the Company's
By-Laws.
As set forth in the Certificate of Incorporation of the
Company, the Company's authorized capital stock consists of
25,000,000 shares of common stock, par value $.10 per share.
Common Stock
The holders of Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of
stockholders. The holders of Common Stock are entitled to receive
ratably such dividends as are declared by the Board out of funds
legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock
have the right to a ratable portion of assets remaining after
payment of liabilities. The holders of Common Stock have no
preemptive rights or rights to convert their Common Stock into
any other securities and are not subject to future calls or
assessments by the Company. All outstanding shares of Common
Stock are fully paid and non-assessable.
Delaware Law and Certain Charter and By-Law Provisions
The Company is subject to the provisions of Section 203 of
the General Corporation Law of Delaware. Section 203 prohibits a
publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person
became an interested stockholder, unless (i) before such person
became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination; (ii) upon consummation of the transaction
that resulted in the interested stockholder's becoming an
interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding stock held by directors
who are also officers of the corporation and by employee stock
plans that do not provide employees with the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer); or (iii) following the
transaction in which such person becomes an interested
stockholder, the business consummation is approved by the board
of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of 66 % of
the outstanding voting stock of the corporation not owned by the
interested stockholder. A "business combination" includes
mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person who,
together with affiliates and associates, owns, or within three
years did own, 15% or more of the corporation's voting stock.
The General Corporation Law of Delaware provides generally
that the affirmative vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's
Certificate of Incorporation or By-Laws, unless a corporation's
Certificate of Incorporation or By-Laws, as the case may be,
requires a greater percentage. The Certificate of Incorporation
requires an affirmative vote of the majority of the Company's
voting power to amend the provisions of the Certificate of
Incorporation with respect to the number and classification of
the Board, stockholder action without written consent, director
liability, indemnification and amendments to the Certificate of
Incorporation.
The Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating
to the liability of directors. The provisions eliminate a
Director's liability for monetary damages for a breach of
fiduciary duty, except in certain circumstances, such as the
breach of a Director's duty of loyalty or acts or omissions not
in good faith which involve intentional misconduct or a knowing
violation of law. Further, the Certificate of Incorporation
contains provisions to indemnify the Company's Directors and
officers.
Transfer Agent and Registrar
American Stock Transfer & Trust Company serves as Transfer
Agent and Registrar for the Common Stock.
PLAN OF DISTRIBUTION
The Shares offered by this Prospectus may be sold from time
to time by the Selling Security-Holders or by transferees
thereof. No underwriting arrangements have been entered into by
the Selling Security-Holders. The distribution of the Shares by
the Selling Security-Holders may be effected in one or more
transactions that may take place in the over-the-counter market,
including ordinary broker's transactions, privately negotiated
transactions, or through sales to one or more dealers for resale
of such shares as principals, at prevailing market prices at the
time of sale, prices related to prevailing market prices, or
negotiated prices. Underwriter's discounts and usual and
customary or specifically negotiated brokerage fees or
commissions may be paid by a Selling Security-Holder in
connection with sales of the Shares.
In order to comply with certain state securities laws, if
applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain
states, the Shares may not be sold unless such Shares have been
registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied
with.
Under applicable rules and regulations under the Exchange
Act, any person engaged in a distribution of the Shares may not
simultaneously engage in market-making activities with respect to
such Shares for a period of one or five business days prior to
the commencement of such distribution. In addition to, and
without limiting, the foregoing, each of the Selling Security-
Holders and any other person participating in a distribution will
be subject to the applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without
limitation, Regulation M, which provisions may limit the timing
of purchases and sales of any of the Shares by the Selling
Security-Holders or any such other person. All of the foregoing
may affect the marketability of the Shares. The Company will
bear all expenses of the offering, except that the Selling
Security-Holders will pay any applicable brokerage fees or
commissions and transfer taxes.
LEGAL MATTERS
The validity of the Shares has been passed upon for the
Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New
York, New York.
EXPERTS
The consolidated financial statements of the Company
appearing in the Company's Annual Report (Form 10K/A No. 1) for
the year ended December 31, 1996, have been audited by Ernst &
Young LLP, independent auditors, and at December 31, 1995, and
for each of the two years in the period ended December 31, 1995,
by Richard A. Eisner & Company, LLP, independent auditors, as set
forth in their respective reports thereon included therein and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in
accounting and auditing.
No dealer, salesman, or any other
person has been authorized to give any
information or to make any
representation not contained in this
Prospectus in connection with the
offering made hereby, and, if given or
made, such information or
representation must not be relied upon
as having been authorized by the
Company. This Prospectus does not
constitute an offer to sell, or a
solicitation of an offer to buy, any of
the securities offered hereby in any
jurisdiction to any person to whom it
is unlawful to make such an offer or
solicitation in such jurisdiction.
Neither the delivery of this Prospectus
nor any sale made hereunder shall under
any circumstances create any
implication that there has been no
change in the affairs of the Company
since the date hereof or that the
information contained herein is correct
as of any time subsequent to the dates
as of which such information is
furnished.
____________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
Special Note Regarding
Forward Looking Statement 2
The Company 3
Risk Factors 5
Use of Proceeds 6
Selling Security-Holders 7
Description of Capital Stock 7
Plan of Distribution 8
Legal Matters 9
Experts 9
_________________
ORBIT
INTERNATIONAL
CORP.
Common Stock
_________________
PROSPECTUS
_________________
April 28, 1997
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Incorporated herein by reference and made a part of the
Registration Statement are the following documents filed by the
Company with the Commission: the Company's Annual Report on Form
10-K/A No. 1 for the fiscal year ended December 31, 1996. All
documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of
the offering made hereby will be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
A copy of any and all of the information included in
documents (but not exhibits thereto except to the extent exhibits
have been incorporated in such documents) that have been
incorporated by reference in this Prospectus but which are not
delivered with this Prospectus will be provided by the Company
without charge to any person to whom this Prospectus is
delivered, upon the oral or written request of such person. Such
requests should be directed to Orbit International Corp., 80
Cabot Court, Hauppauge, New York 11788, Attention: Secretary.
The Company's telephone number is (516) 435-8300.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock issuable upon the exercise
of options granted pursuant to the Plans will be passed upon by
Squadron, Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue,
New York, New York 10176.
Item 6. Indemnification of Directors and Officers
Delaware General Corporation Law (the "DGCL"), Section
102(b)(7), enables a corporation in its original certificate of
incorporation, or an amendment thereto validly approved by
stockholders, to eliminate or limit personal liability of members
of its Board for violations of a director's fiduciary duty of
care. However, the elimination of limitation shall not apply
where there has been a breach of the duty of loyalty, failure to
act in good faith, intentional misconduct or a knowing violation
of a law, the payment of a dividend or approval of a stock
repurchase which is deemed illegal or an improper personal
benefit is obtained. The Company's Certificate of Incorporation
eliminates the liability of directors to the extent permitted by
Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides
that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including
attorneys' fees), judgement, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative(other
than an action by or in the right of the corporation (a
"derivative action")); if they acted in good faith and in a
manner they 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
their conduct was unlawful. A similar standard is applicable in
the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action, and the
statute requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provided that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement or otherwise. The Certificate of
Incorporation of the Company provides for such indemnification of
its directors and officers as permitted by Delaware law.
Reference is made to Article 11 of the Certificate of
Incorporation of the Company for certain indemnification rights
of officers and directors of the Company.
In addition, the Company maintains a directors' and
officers' liability insurance policy.
Not Applicable.
Item 8. Exhibits
3.1
Certificate of Incorporation.(1)
3.2
Amended and Restated By-Laws.(2)
4.3
Orbit International Corp. 1995 Employee
Stock Option Plan. (3)
4.4
Orbit International Corp. 1995 Stock
Option Plan for Non-Employee
Directors.(4)
5.1
Opinion of Squadron, Ellenoff, Plesent &
Sheinfeld, LLP dated April 28, 1997.
23.1
Consent of Squadron, Ellenoff, Plesent &
Sheinfeld, LLP (included in Exhibit 5).
23.2
Consent of Ernst & Young LLP.
23.3
Consent of Richard A. Eisner & Company,
LLP.
24.1
Power of Attorney (included on the
signature page hereof).
____________________
(1) Incorporated by reference to Exhibit 3(a) to Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
1991.
(2) Incorporated by reference to the Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1988.
(3) Incorporated by reference to Exhibit 4(a) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995.
(4) Incorporated by reference to the Exhibit 4(b) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant 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 registrant
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 Securities Act and will be governed by the final adjudication
of such issue.
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 County of Suffolk, State of New York, on the 28th day of
April, 1997.
ORBIT INTERNATIONAL CORP.
By: /s/ Dennis Sunshine
Dennis Sunshine
President, Chief
Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Dennis Sunshine
and Mitchell Binder, or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all pre- or 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 attorney-in-fact and agent, 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 attorney-in-fact and
agent, or their or his 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 dates indicated.
Signature Title Date
/s/ Dennis Sunshine President, Chief
Dennis Sunshine Executive Officer April 28, 1997
and Director
/s/ Mitchell Binder Vice President/
Mitchell Binder Finance, Chief April 28, 1997
Financial Officer
and Director
/s/Bruce Reissman Executive Vice
Bruce Reissman President, Chief April 28, 1997
Operating Officer
and Director
/s/ Harlan Sylvan Treasurer, Secretary
Harlan Sylvan and Controller April 28, 1997
/s/Nathan A. Greenberg Director April 28, 1997
Nathan A. Greenberg
/s/ John Molloy Director April 28, 1997
John Molloy
/s/ Stanley Morris Director April 28, 1997
Stanley Morris
Exhibit Index
Exhibit Number Description
3.1 Certificate of Incorporation.(1)
3.2 Amended and Restated By-Laws.(2)
4.3 Orbit International Corp. 1995 Employee Stock Option Plan.
(3)
4.4 Orbit International Corp. 1995 Stock Option Plan for Non-
Employee Directors.(4)
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
dated April 28, 1997.
23.1 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
(included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Richard A. Eisner & Company, LLP.
24.1 Power of Attorney (included on the signature page hereof).
____________________
(1) Incorporated by reference to Exhibit 3(a) to Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
1991.
(2) Incorporated by reference to the Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1988.
(3) Incorporated by reference to Exhibit 4(a) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995.
(4) Incorporated by reference to the Exhibit 4(b) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
EXHIBIT 5.1
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
April 28, 1997
Orbit International Corp.
80 Cabot Court
Happauge, New York 11788
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion, as counsel for Orbit
International Corp., a Delaware corporation (the "Company"), in
connection with the registration statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Act"). The
Registration Statement relates to, among other things, an
offering by the Company of an aggregate of 1,500,000 shares of
common stock, par value $.10 per share, of the Company (the
"Common Stock") pursuant to the Orbit International Corp. 1995
Employee Stock Option Plan and 150,000 shares of Common Stock
pursuant to the Orbit International Corp. 1995 Non-Employee
Director Plan.
We have examined such records and documents and made such
examinations of law as we have deemed relevant in connection with
this opinion. It is our opinion that when there has been
compliance with the Act and the applicable state securities laws,
the shares of Common Stock to be sold by the Company, when
issued, delivered, and paid for in the manner described in the
Registration Statement, will be legally issued, and the shares of
Common Stock, when so issued, delivered and paid for, will also
be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm
under the caption "Legal Matters" in the Registration Statement.
In so doing, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Squadron, Ellenoff,
Plesent & Sheinfeld, LLP
EXHIBIT 23.2 - Consent of Ernst & Young LLP
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8 No. 333- )
pertaining to the Orbit International Corporation 1995 Employee
Stock Option Plan and Orbit International Corporation 1995 Stock
Option Plan for Non-Employee Directors of Orbit International
Corp. and to the incorporation by reference therein of our report
dated March 12, 1997, with respect to the consolidated financial
statements and schedule of Orbit International Corp. included in
its Annual Report (Form 10-K/A No. 1) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
April 28, 1997
EXHIBIT 23.3 - Consent of Richard A. Eisner & Company, LLP.
We consent to the incorporation by reference in this
Registration Statement on Form S-8, by Orbit International Corp.
of our report dated March 21, 1996 on the financial statements
and schedule II of Orbit International Corp. as at December 31,
1995 and for each of the years in the two-year period ended
December 31, 1995, and to the reference to our firm, appearing
under the heading "Experts" in the Prospectus.
/s/ Richard A. Eisner & Company, LLP.
New York, New York
April 23, 1997
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