UNITED STATES
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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EXIDE ELECTRONICS GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 23-2231834
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8521 Six Forks Road 27615
Raleigh, North Carolina (Zip Code)
(Address of principal
executive offices)
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EXIDE ELECTRONICS GROUP, INC.
1995 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
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Nicholas J. Costanza, Esq. Copy to:
Vice President and Chief Legal Counsel Brad S. Markoff
Exide Electronics Group, Inc. Smith Helms Mulliss & Moore
8521 Six Forks Road 316 W. Edenton Street
Raleigh, North Carolina 27615 Raleigh, North Carolina 27603
(919) 872-3020 (919) 755-8700
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount to maximum maximum Amount of
to be be offering price aggregate registration
registered registered per share1 offering price2 fee
Common Stock, 750,000 shares $20.125 $15,093,750 $5,205
par value
1 Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as amended)
solely for the purpose of calculating the registration fee on the basis of the
average of the high and low prices of the Registrant's Common Stock reported
under the NASDAQ National Market System on November 1, 1995.
2 Offering prices vary with the market price of the Registrant's Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been previously filed by Exide Electronics
Group, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") (File No. 0-18106) pursuant to the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
September 30, 1994.
(2) The Company's Annual Meeting Notice and Proxy Statement dated
January 30, 1995, issued in connection with the Annual Meeting
of Stockholders held on February 28, 1995.
(3) The company's Joint Proxy Statement/Prospectus constituting a
part of the Registration Statement on Form S-4 filed by Exide
with the Securities and Exchange Commission (Registration No.
33-88324), filed on January 6, 1995.
(4) The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1994, March 31, 1995, and June 30, 1995.
(5) The Company's Current Reports on Form 8-K filed on October 18,
1994, February 8, 1995 and October 20, 1995.
(6) The Company's Current Report on Form 8-K/A dated April 24,
1995.
(7) The description of the Common Stock of the Company appearing
in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Exchange Act, File No.
0-18106.
All documents subsequently filed by the Company or the plan pursuant to Sections
13(a), 13(c), 14 or 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 securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such reports and documents.
For purposes of this registration statement, any statement contained in a
report, document or appendix incorporated, or deemed to be incorporated, by
reference in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement or in any subsequently filed report, document or appendix, which also
is or is deemed incorporated by reference, modifies or supersedes such statement
in such report, document or appendix. 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. Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law ("Delaware Law"), a corporation may
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 by reason of
the fact that such person is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney fees), judgments, fines and amounts paid in
settlement, which are actually and reasonably incurred by such person in
connection with such action, suit, or proceeding. Delaware Law permits
indemnification only if the person to be indemnified acted in good faith and in
a manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful.
Delaware Law does not permit indemnification in any action or suit by or in the
right of the corporation where the person is adjudged to be liable to the
corporation, unless, and only to the extent that, the court determines that,
despite the adjudication of liability, such person is entitled to indemnity for
such expenses as the court deems proper.
The Registrant's Certificate of Incorporation and By-laws provide for mandatory
indemnification of directors and officers to the full extent permitted by
Delaware Law.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4(a). Certification of Incorporation of the Registrant, as amended
(filed as Exhibit 3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, and incorporated by reference
herein).
4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the
Company's Annual Report on Form 10-K for the year ended September
30, 1990, and incorporated by reference herein).
4(c). Exide Electronics Group, Inc. 1995 Employee Stock Option and
Restricted Stock Plan (filed as Appendix A to the company's Proxy
statement dated January 30, 1995, issued in connection with the
company's Annual Meeting of Stockholders held on February 28, 1995
and incorporated by reference herein).
23. Consent of Arthur Andersen LLP
24. Powers of Attorney (included on the signature page to the
Registration Statement)
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;
(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.
(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.
<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 Raleigh, State of North Carolina, on November 3,
1995.
Exide Electronics Group, Inc.
(Registrant)
By /s/JAMES A. RISHER
James A. Risher
President and Chief Executive Officer
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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 date indicated.
Date Title and Signature
November 3, 1995 /s/JAMES A. RISHER
James A. Risher
President and Chief Executive Officer
(principal executive officer)
November 3, 1995 /s/MARTY R. KITTRELL
Marty R. Kittrell
Vice President and
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
appoints James A. Risher, Nicholas J. Costanza and Marty R. Kittrell, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all capacities to sign
any amendments (including post-effective amendments) to a Registration Statement
on Form S-8 relating to the offering and sale of shares of common stock of Exide
Electronics Group, Inc. pursuant to the Exide Electronics Group, Inc. 1995
Employee Stock Option and Restricted Stock Plan, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, 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
date indicated.
Date Title and Signature
November 3, 1995 /s/WAYNE L. CLEVENGER
(Wayne L. Clevenger, Director)
November 3, 1995 /s/RON E. DOGGETT
(Ron E. Doggett, Director)
November 3, 1995 /s/JAMES E. FOWLER
(James E. Fowler, Director)
November 3, 1995 /s/LANCE L. KNOX
(Lance L. Knox, Director)
November 3, 1995 /s/DAVID J. MCLAUGHLIN
(David J. McLaughlin, Director)
November 3, 1995 /s/CONRAD A. PLIMPTON
(Conrad A. Plimpton, Director)
November 3, 1995 /s/JAMES A. RISHER
(James A. Risher, Director)
November 3, 1995 /s/CHIAKI TANAKA
(Chiaki Tanaka, Director)
Exhibit Index
Exhibit No.
4(a). Certification of Incorporation of the Registrant, as amended
(filed as Exhibit 3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, and incorporated by reference
herein).
4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the
Company's Annual Report on Form 10-K for the year ended September
30, 1990, and incorporated by reference herein).
4(c). Exide Electronics Group, Inc. 1995 Employee Stock Option and
Restricted Stock Plan (filed as Appendix A to the company's Proxy
statement dated January 30, 1995, issued in connection with the
company's Annual Meeting of Stockholders held on February 28, 1995
and incorporated by reference herein).
23. Consent of Arthur Andersen LLP
24. Powers of Attorney (included on the signature page to the
Registration Statement)
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 15, 1994
included in Exide Electronics Group, Inc.'s (the company's) Annual Report on
Form 10-K for the year ended September 30, 1994, our report dated October 18,
1995 included in the company's Current Report on Form 8-K dated October 20, 1995
and to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Raleigh, North Carolina
October 20, 1995
