As filed with the Securities and Exchange Commission on May 13, 1997
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TRM COPY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
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OREGON 93-0809419
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5208 NE 122nd Avenue
Portland, Oregon 97230-1074
(Address of Principal (Zip Code)
Executive Offices)
---------------
TRM Copy Centers Corporation
1996 Stock Option Plan
(Full title of plan)
Robert A. Bruce
Vice President-Finance and CFO
TRM Copy Centers Corporation
5208 NE 122nd Avenue
Portland, OR 97230-1074
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 257-8766
Copy to:
Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no
par value 700,000 Shares $10.375 $6,955,250 $2,107.65
- --------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933. The
calculation of the registration fee is based on an exercise price of
$10.375 per share for 85,500 shares, $9.875 for 25,500 shares and $9.875,
the average of the high and low prices reported in NASDAQ National Market
System on May 7, 1997, for 589,000 shares.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed by TRM Copy Centers Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed
pursuant to rule 424(b) under the Securities Act of 1933 that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company
contained in the Company's registration statement filed under section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article VII of the Company's Articles of Incorporation provides for
indemnification of directors and officers to the full extent and under the
circumstances permitted by the Oregon Business Corporation Act. The Bylaws
contain similar indemnification provisions. The effects of the Articles, Bylaws
and the Oregon Business Corporation Act (the "Indemnification Provisions") are
summarized as follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any action, suit or proceeding (other than an action by or in the
right of the Company) against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred, if the
person concerned acted in good faith and in a manner the person
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reasonably believed to be in or not opposed to the best interests of the
Company, was not adjudged liable on the basis of receipt of an improper personal
benefit and, with respect to any criminal action or proceeding, had not
reasonable cause to believe the conduct was unlawful. The termination of an
action, suit, or proceeding by judgment, order, settlement, conviction, or plea
of nolo contendere does not, of itself, create a presumption that the person did
not meet the required standards of conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any action or suit by or in the right of the Company against the
expenses (including attorneys' fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company, except
that no right of indemnification will be granted if the person is adjudged to be
liable to the Company.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to indemnification as a
matter of right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
Article VIII, part (c) of the Company's Bylaws provides that the
Company will advance to a director or officer the expenses incurred in defending
any action, suit or proceeding in advance of its final disposition if the
director or officer affirms in good faith that he or she has met the standard of
conduct to be entitled to indemnification as described in (a) or (b) above and
undertakes to repay any amount advanced if it is determined that the person did
not meet the required standard of conduct.
The Company's Articles and Bylaws provide that the Company may also
indemnify its employees and agents to the fullest extent permitted by law.
The Company may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, statute, policy of insurance, vote of shareholders
or Board of Directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
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<PAGE>
Item 8. Exhibits.
---------
4A Restated Articles of Incorporation of the Company (Incorporated
by reference to Exhibit 3.1 of the Company's Form 10-K for the
fiscal year ended June 30, 1992).
4B Restated Bylaws of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended
June 30, 1996).
5 Opinion of Counsel.
23A Consent of KPMG Peat Marwick LLP (see page II-7).
23B Consent of Stoel Rives LLP (see Exhibit 5).
24 Powers of Attorney.
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 of 1933;
(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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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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 Portland, State of Oregon, on May 12, 1997.
TRM COPY CENTERS CORPORATION
By ROBERT A. BRUCE
-------------------------------------
Robert A. Bruce
Vice President, Finance and CFO
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 12th day of May, 1997.
Signature Title
--------- -----
(1) Principal Executive Officer:
MICHAEL D. SIMON
--------------------------------- President, CEO and
Michael D. Simon Director
(2) Principal Financial Officer:
ROBERT A. BRUCE
--------------------------------- Vice President, Finance
Robert A. Bruce and CFO
(3) Directors:
*FREDERICK O. PAULSELL Chairman of the Board
--------------------------------- of Directors
Frederick O. Paulsell
*EDWIN S. CHAN Vice Chairman and
--------------------------------- Director
Edwin S. Chan
*SHERMAN M. COE Director
---------------------------------
Sherman M. Coe
*RALPH R. SHAW Director
---------------------------------
Ralph R. Shaw
*DONALD L. VAN MAREN Director
---------------------------------
Donald L. Van Maren
*By ROBERT A. BRUCE
---------------------------------
Robert A. Bruce, Attorney-in-Fact
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
TRM Copy Centers Corporation:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Portland, Oregon
May 7, 1997
II-7
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
- ------ -------------------- ------
4A Restated Articles of Incorporation --
of TRM Copy Centers Corporation (the "Company")
(Incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the fiscal year ended June
30, 1992).
4B Restated Bylaws of the Company --
(Incorporated by reference to
Exhibit 3.2 to the Company's 10-K
for the fiscal year ended June 30, 1996).
5 Opinion of Counsel.
23A Consent of KPMG Peat Marwick LLP
(see page II-7).
23B Consent of Stoel Rives LLP
(see Exhibit 5). --
24 Powers of Attorney.
II-8
EXHIBIT 5
May 12, 1997
Board of Directors
TRM Copy Centers Corporation
5208 NE 122nd Avenue
Portland, OR 97230-1074
We have acted as counsel for TRM Copy Centers Corporation (the
"Company") in connection with the filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering 700,000 shares of common stock, no par value, (the "Shares") of the
Company issuable in connection with the Company's 1996 Stock Option Plan (the
"Plan"). We have reviewed the corporate actions of the Company in connection
with this matter and have examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to the
Plan, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of TRM COPY CENTERS CORPORATION does hereby constitute and appoint
MICHAEL D. SIMON and ROBERT A. BRUCE, and each of them, his or her true and
lawful attorney and agent to do any and all acts and things and to execute in
his or her name (whether on behalf of TRM Copy Centers Corporation or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable TRM
Copy Centers Corporation to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of 700,000 shares of Common Stock of TRM Copy Centers Corporation
issuable pursuant to the 1996 Stock Option Plan, including specifically, but
without limitation thereto, power and authority to sign his or her name (whether
on behalf of TRM Copy Centers Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
FREDERICK O. PAULSELL (Dated 1/26/97)
-----------------------------------------
EDWIN S. CHAN (Dated 1/23/97)
-----------------------------------------
SHERMAN M. COE (Dated 1/27/97)
-----------------------------------------
RALPH R. SHAW (Dated 1/21/97)
-----------------------------------------
DONALD L. VAN MAREN (Dated 1/22/97)
-----------------------------------------
