As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-17229
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PEERLESS MFG. CO.
(Exact Name of Registrant as Specified in Its Charter)
Texas 75-0724417
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2819 Walnut Hill Lane
Dallas, Texas 75229
(214) 357-6181
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
_______________________
PEERLESS MFG. CO. 1995 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full Title of Plan)
_______________________
Sherrill Stone Copy to:
President and Chief Executive Officer R. Clayton Mulford, Esq.
Peerless Mfg. Co. Hughes & Luce, L.L.P.
2819 Walnut Hill Lane 1717 Main Street, Suite 2800
Dallas, Texas 75229 Dallas, Texas 75201
(214) 357-6181
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
_______________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each Amount Maximum Maximum Amount of
class to be Offering Aggregate Registration
of Securities Registered Price Offering Fee(2)
to be Registered (1,2) per Share(3) Price(3)
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Common Stock,
$1.00 par value 120,000 $11.50 $230,000 $63.94
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<PAGE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate
additional amount of shares of Common Stock to be offered or sold
pursuant to the antidilution provisions of the Peerless Mfg. Co.
1995 Stock Option and Restricted Stock Plan, as amended.
(2) Includes 100,000 shares of Common Stock originally registered
pursuant to our Registration Statement on Form S-8 (File No. 333-
17229) as filed with the Securities and Exchange Commission on
December 3, 1996. This Amendment No. 1 registers an additional
20,000 shares of Common Stock issuable pursuant to Amendment No. 1
to the Peerless Mfg. Co. 1995 Stock Option and Restricted Stock
Plan, and the registration fee is based on the additional securities
only. A fee of $386.36 was paid in connection with the initial
filing of the registration statement.
(3) Estimated solely for the purpose of calculating the registration
fee on the basis of the average of the high and low price paid per
share of Common Stock, as reported on the Nasdaq National Market on
November 8, 1999, in accordance with Rule 457(h) promulgated under
the Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Peerless Mfg. Co. (the
"Registrant") are incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 10-K for the fiscal year ended June 30,
1999, as amended by our 10-K/A filed October 20, 1999, which contains
the Registrant's audited financial statements for the Registrant's last
completed fiscal year (the "1999 Form 10-K").
(b) All reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the 1998 Form 10-K.
(c) The description of the Registrant's common stock, par value
$1.00 per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A, dated October 29, 1970, (File
Number 05214), including any amendment or report filed for the purpose
of updating such description.
(d) The contents of the Registration Statement on Form S-8 filed
by the Registrant on December 3, 1996, Registration No. 333-17229.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of Common Stock offered have
been sold or which deregisters all of such shares 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 documents (such documents, and the documents enumerated above,
"Incorporated Documents").
Any statement contained in an Incorporated Document 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 Incorporated Document 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.
<PAGE>
Item 8. Exhibits.
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4.1 The Company's Articles of Incorporation, as amended to
date (filed as Exhibit 1 to the Company's Registration
Statement on Form S-1, Registration No. 2-35767) and
amended by the Company's December 12, 1990 Form 8
amending Exhibit 3(a) to the Company's Annual Report
on Form 10-K dated June 30, 1990, and incorporated
herein by reference.
4.2 The Company's Bylaws, as amended to date (filed as
Exhibit 3(b) to the Company's Annual Report on Form
10-K, dated June 30, 1993, and incorporated herein by
reference).
5.1* Opinion of Hughes & Luce, L.L.P.
23.1* Consent of Grant Thornton, LLP
23.2* Consent of Hughes & Luce, L.L.P. (contained in Exhibit
5.1)
24.1* Power of Attorney (contained in signature page)
*Filed herewith.
<PAGE>
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 Dallas, State of
Texas, on November 12, 1999.
PEERLESS MFG. CO.
By: /s/ SHERRILL STONE
Sherrill Stone
President and Chief Executive Officer
<PAGE>
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/ SHERRILL STONE Chairman of the Board, President November 12, 1999
Sherrill Stone and Chief Executive Officer
(Principal Executive Officer)
* Director November 12, 1999
D. D. Battershell
* Director November 12, 1999
Bernard S. Lee
* Director November 12, 1999
J. V. Mariner
* Director November 12, 1999
Donald A. Sillers, Jr.
* Chief Financial Officer and November 12, 1999
Paul W. Willey Secretary-Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
*By Sherrill Stone, Attorney-in-Fact.
EXHIBIT 5.1
OPINION OF HUGHES & LUCE, L.L.P.
November 12, 1999
Peerless Mfg. Co.
2819 Walnut Hill Lane
Dallas, Texas 75229
Ladies and Gentlemen:
Re: Amendment No. 1 to Registration Statement on Form
S-8 for the PEERLESS MFG. CO. 1995 STOCK OPTION AND
RESTRICTED STOCK PLAN
Ladies and Gentlemen:
We render this opinion as counsel to Peerless Mfg. Co., a Texas
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of an additional 20,000 shares
(the "Additional Shares") of the Company's common stock, $1.00 par
value per share, issuable under the PEERLESS MFG. CO. 1995 STOCK OPTION
AND RESTRICTED STOCK PLAN, as amended (the "Plan"). The Shares are
being registered pursuant to Amendment No. 1 to a registration
statement on Form S-8 to be filed with the Securities and Exchange
Commission on or about November 12, 1999 (the "Amendment").
In connection with this opinion, we have examined such documents
and records of the Company and such statutes, regulations and other
instruments and certificates as we have deemed necessary or advisable
for the purposes of this opinion. We have assumed that all signatures
on all documents presented to us are genuine, that all documents
submitted to us as originals are accurate and complete and that all
documents submitted to us as copies are true and correct copies of the
originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such
other certifications with respect to the accuracy of material factual
matters contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Additional
Shares will be, if and when issued and paid for pursuant to the Plan,
validly issued, fully paid and nonassessable, assuming the Company
maintains an adequate number of authorized but unissued shares of
common stock available for such issuance, and further assuming that the
consideration received by the Company for the Additional Shares exceeds
the par value thereof.
<PAGE>
Peerless Mfg. Co.
November 12, 1999
Page Two
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that
we are included in this category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
HUGHES & LUCE, L.L.P.
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated September 10, 1999, accompanying the
consolidated financial statements of Peerless Mfg. Co. and subsidiaries
included in the Annual Report on Form 10-K for the year ended June 30,
1999, as amended on Form 10-K/A filed October 20, 1999, which is
incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned report.
GRANT THORNTON LLP
Dallas, Texas
November 12, 1999
