As filed with the Securities and Exchange Commission on August 15, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MICROFRAME, INC.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-2413505
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
21 Meridian Road, Edison, New Jersey 08820
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
(Full Title of the Plan)
Lonnie L. Sciambi
President and Chief Executive Officer
MicroFrame, Inc.
21 Meridian Road, Edison, New Jersey 08820
(Name and Address of Agent for Service)
(908) 494-4440
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
James Alterbaum, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(4) Per Share(1) Price(1) Fee
Common 86,300 shares $1.83(2) $157,929.00(2) $ 54.46
Stock, $.001 15,814 shares $2.14(2) $ 33,841.96(2) $ 11.67
par value 20,000 shares $2.31(2) $ 46,200.00(2) $ 15.93
23,000 shares $2.56(2) $ 58,880.60(2) $ 20.30
40,000 shares $2.75(2) $110,000.00(2) $ 37.93
26,733 shares $2.87(2) $ 76,723.71(2) $ 26.46
38,153 shares $3.00(3) $114,459.00(2) $ 39.47
-------------- -------
Total 250,000 shares $206.22
(1) Estimated solely for purposes of calculating the registration fee.
(2) Based, pursuant to Rule 457(h), on the exercise price of the related
option.
(3) Based, pursuant to Rule 457(c), on $3.00 per share, which was the average
of the bid and ask prices of the Registrant's Common Stock on the OTC
Electronic Bulletin Board on August 4, 1995.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of additional
shares which may become issuable by operation of the antidilution
provisions of the Plan.
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PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by MicroFrame Inc., a New Jersey
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's annual report filed on Form 10-KSB for
the year ended March 31, 1995; and
(b) The Company's quarterly report filed on Form 10-QSB
for the quarter ended June 30, 1995, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(c) The description of the Company's common stock, par
value $.001 per share (the "Common Stock"), which is contained in
the Company's Form S-18 Registration Statement (No. 2-93800-NY)
filed on October 16, 1984.
In addition, all documents filed by the Company with the Commis-
sion pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 subsequently filed document which also
is, or is deemed to be, incorporated by reference herein modifies or
supersedes such 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, except as indicated herein.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of New
Jersey. Section 14A:3-5 of the New Jersey Business Corporation Act permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article Seventh of
the Company's Amended Certificate of Incorporation, as amended (the "Amended
Certificate"), contains provisions for the indemnification of directors,
officers and other corporate agents against certain liabilities and
expenses, each to the fullest extent permitted by the New Jersey Business
Corporation Act. In addition, Article Seventh of the Amended Certificate
provides that a director of the Company shall not be personally liable to
the Company or its shareholders, except for liability for any breach of duty
based upon an act or omission (i) in breach of the director's duty of
loyalty to the Company or its shareholders, (ii) not in good faith or
involving a knowing violation of law, or (iii) resulting in receipt by the
director of an improper personal benefit.
The Company's By-Laws contain no provision regarding indemnification
of officers or directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Index to Exhibits, attached hereto.
ITEM 9. UNDERTAKINGS
1. The Company 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 of 1933 (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
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registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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 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 Company hereby undertakes that, for purposes of deter-
mining any liability under the Securities Act, each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise,
the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person of
the Company in connection with the securities being registered, the Company
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Edison, State of New Jersey, on
the 15th day of August, 1995.
MICROFRAME, INC.
By:/s/ Lonnie L. Sciambi
Lonnie L. Sciambi
President and Chief
Executive Officer
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/ Lonnie L. Sciambi President and Chief August 15, 1995
Lonnie L. Sciambi Executive Officer, Director
(Principal Executive Officer)
/s/ Mark A. Simmons Vice President, Operations August 15, 1995
Mark A. Simmons and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Stephen M. Deixler Chairman of the Board August 15, 1995
Stephen M. Deixler of Directors
/s/ William H. Whitney Director August 15, 1995
William H. Whitney
/s/ Michael Radomsky Director August 15, 1995
Michael Radomsky
/s/ David I. Gould Director August 15, 1995
David I. Gould
/s/ Michehl R. Gent Director August 15, 1995
Michehl R. Gent
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/s/ Stephen P. Roma Director August 15, 1995
Stephen P. Roma
/s/ P. David Bocksch Director August 15, 1995
P. David Bocksch
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EXHIBIT INDEX
Exhibit
Number Page No.
4.1(a) Certificate of Incorporation of the Company, as
amended, filed June 3, 1982 (Incorporated by reference
to Exhibit 3.2 to the Company's Form 10-K for the
fiscal year ended March 31, 1992).
4.1(b) Amendment to Certificate of Incorporation filed
September 14, 1992 (Incorporated by reference to
Exhibit 3.3 of the Form 10-KSB for the fiscal year
ended March 31, 1993).
4.1(c) Amendment to Certificate of Incorporation filed
September 20, 1993 (Incorporated by reference to
Exhibit 3.4 of Amendment No. 1 to the Company's
Registration Statement on Form SB-2 (No. 33-66688)
dated October 26, 1993).
4.2 By-Laws of the Company (Incorporated by reference to
Exhibit 3.2 of Amendment 1 to the Company's
Registration Statement on Form SB-2 (No. 33-66688)
dated October 26, 1993.)
*5.1 Opinion and consent of Parker Chapin Flattau & Klimpl, 9
LLP, counsel to the Company, as to the legality of
the Common Stock being registered.
*23.1 Consent of Price Waterhouse LLP, independent public 12
accountants of the Company.
*23.2 Consent of Parker Chapin Flattau & Klimpl, LLP 9
(contained in Exhibit 5.1).
99.1 1994 Stock Option Plan of the Company (Incorporated by
reference from the Company's Proxy Statement dated
August 15, 1994 for the Company's Annual Meeting of
Shareholders held on September 19, 1994).
----------------------
* Filed herewith.
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EXHIBIT 5.1
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(PCKF Letterhead)
August 15, 1995
MicroFrame, Inc.
21 Meridian Road
Edison, New Jersey 08820
Gentlemen:
We have acted as counsel to MicroFrame, Inc., a New Jersey
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the offering of 250,000 shares (the "Option Shares") of Common Stock,
$.001 par value per share, to certain employees, directors and consultants
of the Company, issuable upon exercise of options which either have been or
may from time to time be granted by the Company under its 1994 Stock Option
Plan (the "1994 Plan").
In connection with the foregoing, we have examined originals or
copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity with the original documents of all documents submitted to us as
copies or facsimiles. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently established by us,
relied on certificates of public officials and certificates of officers or
other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that the Option Shares, when issued and paid for in accordance with the 1994
Plan and in accordance with the options issuable pursuant to the 1994 Plan,
upon exercise of which the Option Shares become issuable, will be validly
issued, fully paid and non-assessable.
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We hereby consent to filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 19, 1995 appearing on page F1
of MicroFrame, Inc.'s Annual Report on Form 10-KSB for the year ended March
31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
August 8, 1995
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