As filed with the Securities and Exchange Commission on November 17, 1998
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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TRM 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)
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TRM Corporation
Restated 1996 Stock Option Plan
(Full title of plan)
Paul M. Brown
Vice President of Finance and Chief Financial Officer
TRM 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:
Todd A. Bauman
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to Be Offering Price Per Aggregate Offering Amount of Registration
Registered Registered Share (1) Price (1) Fee
- ------------------------- ------------ ------------------ ------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 Shares $9.50 $4,750,000 $1,320.50
- -----------------------------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) of the Securities
Act of 1933. The calculation of the registration fee for the 500,000 shares
is based on $9.50 which was the average of the high and low prices reported
for the Common Stock on November 16, 1998 as reported in The Wall Street
Journal for Nasdaq National Market issues.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by TRM 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 Restated 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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Item 8. Exhibits.
4A Restated Articles of Incorporation of the Company (Incorporated by
reference to Exhibit 3.1(b) of the Company's Form 10-K for the fiscal
year ended June 30, 1998).
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,
1998).
5 Opinion of Stoel Rives LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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.
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(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.
(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 November 16, 1998.
TRM CORPORATION
By: PAUL M .BROWN
------------------------------------
Paul M. Brown
Vice President of Finance and Chief
Financial Officer
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 16th day of November, 1998.
Signature Title
(1) Principal Executive Officer:
FREDERIC P. STOCKTON President, CEO and
----------------------------- Director
Frederic P. Stockton
(2) Principal Financial Officer:
PAUL M. BROWN Vice President, Finance
----------------------------- and CFO
Paul M. Brown
(3) Directors:
EDWARD E. COHEN Chairman of the Board
----------------------------- of Directors
Edward E. Cohen
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DEBBI HURD BAPTIST Director
-----------------------------
Debbi Hurd Baptist
DANIEL G. COHEN Director
-----------------------------
Daniel G. Cohen
JOSEPH G. DENTON Director
-----------------------------
Joseph G. Denton
KENT B. GODFREY Director
-----------------------------
Kent B. Godfrey
JOEL R. MESZNIK Director
-----------------------------
Joel R. Mesznik
FREDERICK O. PAULSELL Director
-----------------------------
Frederick O. Paulsell
KENNETH L. TEPPER Director
-----------------------------
Kenneth L. Tepper
*By PAUL M. BROWN
-------------------------------
Paul M. Brown, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Sequential Page
Number Document Description Number
- ------- -------------------- ---------------
4A Restated Articles of Incorporation of TRM Corporation (the
"Company") (Incorporated by reference to Exhibit 3.1(b) to the
Company's Form 10-K for the fiscal year ended June 30, 1998).
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, 1998).
5 Opinion of Stoel Rives LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Stoel Rives LLP (see Exhibit 5).
24 Powers of Attorney.
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EXHIBIT 5
November 16, 1998
Board of Directors
TRM Corporation
5208 NE 122nd Avenue
Portland, OR 97230-1074
We have acted as counsel for TRM 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
500,000 shares of common stock, no par value, (the "Shares") of the Company
issuable in connection with the Company's Restated 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 and in accordance with the resolutions adopted by the Board of Directors of
the Company, 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 23.1
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
TRM Corporation (formerly TRM
Copy Centers Corporation):
We consent to the use of our reports incorporated herein by reference and to the
reference to us under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Portland, Oregon
November 13, 1998
EXHIBIT 24
POWER OF ATTORNEY
(TRM Corporation Restated 1996 Stock Option Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of TRM Corporation, does hereby constitute and appoint FREDERIC P.
STOCKTON and PAUL M. BROWN, and each of them, his true and lawful attorney and
agent to do any and all acts and things and to execute in his name (whether on
behalf of TRM 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 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 shares of Common Stock of TRM
Corporation issuable pursuant to the TRM Corporation Restated 1996 Stock Option
Plan, including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of TRM 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.
DATED: November 16, 1998
FREDERIC P. STOCKTON PAUL M. BROWN
- ------------------------------------ ------------------------------------
Frederic P. Stockton Paul M. Brown
EDWARD E. COHEN DANIEL G. COHEN
- ------------------------------------ ------------------------------------
Edward E. Cohen Daniel G. Cohen
JOSEPH G. DENTON KENT B. GODFREY
- ------------------------------------ ------------------------------------
Joseph G. Denton Kent B. Godfrey
JOEL R. MESZNIK KENNETH L. TEPPER
- ------------------------------------ ------------------------------------
Joel R. Mesznik Kenneth L. Tepper
FREDERICK O. PAULSELL DEBBIE HURD BAPTIST
- ------------------------------------ ------------------------------------
Frederick O. Paulsell Debbi Hurd Baptist
