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As filed with the Securities and Exchange Commission on May 4, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VIRCO MFG. CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-1613718
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2027 HARPERS WAY 90501
TORRANCE, CALIFORNIA (Zip Code)
(Address of Principal Executive
Offices)
VIRCO MFG. CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
(Full Title of the Plan)
ROBERT A. VIRTUE
CHIEF EXECUTIVE OFFICER
VIRCO MFG. CORPORATION
2027 HARPERS WAY
TORRANCE, CALIFORNIA 90501
(310) 633-0474
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
RUSSELL C. HANSEN, ESQ.
GIBSON, DUNN & CRUTCHER LLP
2029 CENTURY PARK EAST, SUITE 4000
LOS ANGELES, CALIFORNIA 90067-3026
(310) 552-8500
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) FEE
- --------------------------- -------------- ------------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 1,000,000 $24.94 $24,940,000 $7,358
Interests in Virco Mfg.
Corporation Employee Stock
Ownership Plan (3) (3) (3) (3)
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(1) Based on Virco Mfg. Corporation's estimate of the number of shares of
Common Stock that will be purchased pursuant to the Virco Mfg.
Corporation Employee Stock Ownership Plan (the "Plan"). Pursuant to Rule
416, there also is being registered such number of additional shares of
Common Stock which may become available for issuance pursuant to the
foregoing Plan in the event of certain changes in outstanding shares,
including reorganizations, recapitalizations, stock splits, stock
dividends and reverse stock splits.
(2) Estimated solely for the purpose of calculating the registration fee.
The registration fee has been calculated in accordance with Rule 457(h)
under the Securities Act of 1933 based upon the average price of the
Common Stock on April 30, 1998, which was $24.94.
(3) An indeterminate amount of Interests in the Plan is being registered
pursuant to Rule 416(c) under the Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Registrant's latest annual report or latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the "Securities Act"), that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been
filed;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by Registrant's prospectus referred
to in (1) above;
(3) The description of the Common Stock set forth under the caption
"Description of Capital Stock" in the Registrant's registration
statement on Form 8-B, filed with the Commission on August 14, 1984,
File No. 00108777, together with any amendment or report filed with the
Commission for the purpose of updating such description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such reports and documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement 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
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modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers, directors and employees of a
corporation under certain conditions and subject to certain limitations. The
Registrant's Bylaws provide that the Registrant shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is a director, officer, employee
or agent of the Registrant or is or was serving at the request of the Registrant
(including in connection with an employee benefit plan) as a director, officer,
employee or agent of another corporation or enterprise. Depending upon the
character of the proceeding, under Delaware law and pursuant to the Registrant's
Bylaws, the Registrant may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding (and, under certain
circumstances, make advances for such expenses) if the Board of Directors
determines that the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interest of the
Registrant, and, with respect to any criminal action or proceeding, had no cause
to believe his or her conduct was unlawful. To the extent that a director or
officer of the Registrant has been successful in the defense of any action, suit
or proceeding referred to above, the Registrant would have the right to
indemnify him or her against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith.
Under Section 102(b)(7) of the DGCL, a corporation may relieve its
directors from personal liability to such corporation or its stockholders for
monetary damages for any breach of fiduciary duty as directors except (i) for a
breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for willful or
negligent violations of certain provisions in the DGCL imposing certain
requirements with respect to stock repurchases, redemptions and dividends, or
(v) for any transactions from which the director derived an improper personal
benefit. Article XIX of the Registrant's Certificate of Incorporation provides
that, to the fullest extent permitted by the DGCL, a director of the Registrant
shall not be liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as director.
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The Registrant also maintains a liability insurance policy that insures
directors and officers against certain liabilities incurred by them in their
capacities as such, or arising out of their status as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit index appears on page II-7.
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and 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 percent 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 (1)(a)(i) and (1)(a)(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 this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new
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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) 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.
(2) 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 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.
(3) 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 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, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-unto duly
authorized, in the City of Torrance, State of California, on this 4th day of
May, 1998.
VIRCO MFG. CORPORATION
By: /s/ ROBERT A. VIRTUE
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Robert A. Virtue
Chief Executive Officer and
Chairman of the Board of Directors
Each person whose signature appears below constitutes and appoints
Robert A. Virtue and James R. Braam, and each of them, his true and lawful
attorney-in-fact, each with full power of substitution and resubstitution,
severally, for him and in his name, place and stead, in any and all capacities,
to sign any and 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and 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 his 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 dates indicated.
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Signature Title Date
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/s/ ROBERT A. VIRTUE Chief Executive Officer and May 4, 1998
- ------------------------------- Chairman of the Board of Directors
Robert A. Virtue (Principal Executive Officer)
/s/ JAMES R. BRAAM Vice President -- Finance, May 4, 1998
- ------------------------------- Secretary and Treasurer
James R. Braam (Principal Financial Officer)
/s/ ROBERT E. DOSE Corporate Controller May 4, 1998
- ------------------------------- (Principal Accounting Officer)
Robert E. Dose
/s/ GEORGE W. OTT Director May 4, 1998
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George W. Ott
/s/ DONALD A. PATRICK Director May 4, 1998
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Donald A. Patrick
/s/ DOUGLAS A. VIRTUE Director May 4, 1998
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Douglas A. Virtue
/s/ RAYMOND W. VIRTUE Director May 4, 1998
- -------------------------------
Raymond W. Virtue
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Form of Virco Mfg. Corporation Employee Stock Ownership Plan (the
"Plan") (incorporated by reference to Exhibit 4.1 to the Company's
Form S-8 Registration Statement No. 33-65098, filed with he
Securities and Exchange Commission on June 25, 1993).
4.2 Trust Agreement for the Plan (incorporated by reference to Exhibit
4.2 to the Company's Form S-8 Registration Statement No. 33-65098,
filed with he Securities and Exchange Commission on June 25, 1993)
4.3 Form of Registration Rights Agreement for the Plan (incorporated by
reference to Exhibit 4.3 to the Company's Form S-8 Registration
Statement No. 33-65098, filed with he Securities and Exchange
Commission on June 25, 1993).
4.4 Certificate of Incorporation of the Company dated April 23, 1984, as
amended (incorporated by reference to Exhibit 4.4 to the Company's
Form S-8 Registration Statement No. 33-65098, filed with he
Securities and Exchange Commission on June 25, 1993).
4.5 Bylaws of the Company dated April 23, 1984 (incorporated by
reference to Exhibit 4.5 to the Company's Form S-8 Registration
Statement No. 33-65098, filed with he Securities and Exchange
Commission on June 25, 1993).
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on the signature pages of this
Registration Statement).
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Virco Mfg. Corporation Employee Stock Ownership Plan of
our report dated March 13, 1998, with respect to the consolidated financial
statements of Virco Mfg. Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended January 31, 1998 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, California
April 29, 1998
