<PAGE> 1
As filed with the Securities
and Exchange Commission on
October 16, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
Lancer Corporation
------------------
(Exact name of registrant as specified in its charter)
Texas 74-1591073
----- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6655 Lancer Boulevard
San Antonio, Texas 78219
------------------------
(Address, Including Zip Code, of Principal Executive Offices)
Lancer Corporation Employee Profit Sharing Plan
-----------------------------------------------
(Full title of Plan)
Stonewall J. Fisher, III, Esq.
Vice President and General Counsel
6655 Lancer Boulevard
San Antonio, Texas 78219
------------------------
(Name and Address of Agent for Service)
(210) 310-7000
--------------
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
James M. Doyle, Jr., Esq.
Matthews and Branscomb, P.C.
112 E. Pecan, Suite 1100
San Antonio, Texas 78205
(210) 357-9300
Calculation of Registration Fee
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Secu- Amount Maximum Maximum Amount of
rities to Be to be Offering Price Aggregate Registration
Registered(1) Registered(1) Per Share(2) Offering Price(2) Fee
-------------- ------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 500,000 $4.375 $2,187,500.00 $577.50
-------------- ------------- -------------- ----------------- ------------
</TABLE>
(1) This Registration Statement covers shares of Common Stock, par
value $0.01 per share, of Lancer Corporation, which may be purchased in the open
market pursuant to the employee benefit plan described herein (the "Plan"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to paragraphs (c) and (h)(l) of Rule 457 under the Securities Act
based upon the average of the high and low prices of the Registrant's Common
Stock as reported on the American Stock Exchange on October 13, 2000.
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act. Such documents need not be filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Lancer Corporation (hereinafter the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
<PAGE> 3
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-1 (No. 33-82434).
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (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 securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a part hereof from the respective date of filing of each such 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 2.02A(16) of the Texas Business Corporation Act (the "TBCA")
empowers the Company to indemnify directors, officers, employees and agents of
the Company and to purchase liability insurance for those persons to the extent
permitted by Article 2.02-1 of the TBCA. Article 2.02-1 of the TBCA provides, in
part, that a corporation may indemnify its officers and directors for any
liability if it is determined that such officer or director (i) conducted
himself in good faith, (ii) reasonably believed, in the case of conduct in his
official capacity as an officer or director, that his conduct was in the
corporation's best interest, and in all other cases, that his conduct was at
least not opposed to the corporation's best interest, and (iii) in the case of
any criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful. These determinations must be made (i) by a majority vote of a quorum
consisting of the directors who at the time of the vote are not named defendants
or respondents in the proceeding, (ii) if such a quorum cannot be obtained, by a
majority vote of a committee of the Board of Directors, designated to act in the
matter by a majority vote of all directors, consisting solely of two or more
directors who, at the time of the vote, are not named defendants or respondents
in the proceeding, (iii) by special legal counsel selected by the Board of
Directors or a committee of the Board by a vote as set forth in (i) or (ii)
above, or, if such a quorum
<PAGE> 4
cannot be obtained and such a committee vote cannot be established, by a
majority vote of all directors, or (iv) by the shareholders in a vote that
excludes the shares that are held by directors and officers who are named
defendants or respondents in the proceeding.
Under Article 2.02-1 of the TBCA, an officer or a director may be
indemnified against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred by the officer or
director in connection with the proceeding, but if the officer or director is
found liable to the corporation or is found liable on the basis that personal
benefit was improperly received by the officer or director, the indemnification
(i) is limited to reasonable expenses actually incurred by the officer or
director in connection with the proceeding, and (ii) shall not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent is not of
itself determinative that the officer or director did not meet the requirements
set forth above. An officer or director shall be deemed to have been found
liable in respect of any claim, issue or matter only after the officer or
director shall have been so adjudged by a court of competent jurisdiction after
exhaustion of all appeals therefrom.
Article 2.02-1 of the TBCA authorizes a corporation to pay or reimburse
the reasonable expenses incurred by an officer or director in advance of the
final disposition of such proceeding if the corporation receives a written
affirmation by the officer or director of his good faith belief that he has met
the standard of conduct necessary for indemnification as well as a written
undertaking to repay the amount paid by the corporation if it is ultimately
determined that the officer or director has not met the requirements for
indemnification. In addition, Article 2.02-1 of the TBCA empowers a corporation
to indemnify and advance reasonable expenses to an employee, agent and certain
other persons to the same extent it may indemnify in advance expenses to
officers and directors. Finally, Article 2.02-1 of the TBCA empowers a
corporation to purchase and maintain insurance on behalf of directors, officers,
employees, agents and certain other persons against any liability asserted
against such persons, whether or not the corporation would have the power to
indemnify such persons against that liability under Article 2.02-1 of the TBCA.
Under the Company's Bylaws, the Company shall, to the fullest extent to
which it is empowered to do so by the TBCA or any other
<PAGE> 5
applicable laws as may from time to time be in effect, indemnify any person who
was, is 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 or was a director or officer of
the Company or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including court costs and attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, provided it is
determined in accordance with applicable law that he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company. Expenses may be advanced by the Company in advance of the final
disposition of a proceeding upon the receipt of an undertaking by him to repay
such amount unless it is ultimately determined he is entitled to
indemnification. Further, under the Company's Bylaws the Board of Directors has
the power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the
Company's Bylaws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Articles of Incorporation of the Company as currently in effect
(Incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, Registration No. 33-82434).
4.2 By-Laws of the Company as currently in effect (Incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on
Form S-1, Registration No. 33-82434).
4.3 Lancer Corporation Employee Profit Sharing Plan.
<PAGE> 6
5. Pursuant to Item 8(a) of Form S-8, an opinion of counsel as to the
legality of the securities being registered is required only with
respect to original issue securities. The Common Stock being
registered in this Form S-8 has been purchased in the open market and
does not constitute an original issue by the Company.
23.1 Consent of KPMG LLP.
The Registrant will submit or has submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the
Plan.
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; and
(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 registration statement is on Form S-3 or 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
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
<PAGE> 7
(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 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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each employee to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14(a)-3 or Rule 14(c)-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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 TBCA, the Registrant's Articles of Incorporation or
the Registrant's Bylaws, 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) as 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 of whether
such indemnification by it is against the public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 8
SIGNATURES
The Registrant. 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 San Antonio, State of Texas, on October 11,
2000.
LANCER CORPORATION
By: /s/ George F. Schroeder
----------------------------------
George F. Schroeder,
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 indicated on the 11th day of October, 2000.
/s/ Alfred A. Schroeder
-------------------------------------
Alfred A. Schroeder, Chairman
of the Board and Director
/s/ George F. Schroeder
-------------------------------------
George F. Schroeder, President,
Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ Mark L. Freitas
-------------------------------------
Mark L. Freitas, Vice
President-Controller
(Principal Financial Officer
and Controller)
<PAGE> 9
/s/ Jean M. Braley
-------------------------------------
Jean M. Braley, Director
/s/ Michael E. Smith
-------------------------------------
Michael E. Smith, Director
/s/ E. T. (Toby) Summers, III
-------------------------------------
E. T. (Toby) Summers, III,
Director
The Plan. Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Antonio, State of
Texas, on October 11, 2000.
LANCER CORPORATION EMPLOYEE
PROFIT SHARING PLAN
By: Lancer Corporation
By: /s/ Stonewall J. Fisher, III
------------------------------------
Stonewall J. Fisher, III
Vice President - Legal
Affairs and Chief Legal
Officer
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Articles of Incorporation of the Company as currently in effect
(Incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, Registration No. 33-82434).
4.2 By-Laws of the Company as currently in effect (Incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on
Form S-1, Registration No. 33-82434).
4.3 Lancer Corporation Employee Profit Sharing Plan.
5. Pursuant to Item 8(a) of Form S-8, an opinion of counsel as to the
legality of the securities being registered is required only with
respect to original issue securities. The Common Stock being
registered in this Form S-8 has been purchased in the open market and
does not constitute an original issue by the Company.
23.1 Consent of KPMG LLP.
</TABLE>
