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Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
EDAC TECHNOLOGIES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1515599
----------------------- ------------------------
(State of Incorporation) I.R.S. Employer I.D. No.
1790 New Britain Avenue, Farmington, Connecticut 06032
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(Address of Principal Executive Offices) (Zip Code)
ROBERT WHITTY STOCK OPTION PLAN
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(Full title of the plan)
Glenn L. Purple, Secretary
Edac Technologies Corporation
1790 New Britain Avenue
Farmington, Connecticut 06032
-----------------------------
(Name and address of agent for service)
860-677-2603
-----------------
(Telephone number, including area code
of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Securities Amount to offering price aggregate Amount of
to be registered be registered per share(1) offering price(1) registration fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0025 par 100,000 $.5625 $56,250 $100
- --------------------------------------------------------------------------------------------
</TABLE>
(1) For the purpose of computing the registration fee pursuant to Rule
457(h), Edac Technologies Corporation (the "Registrant") has used the
option price per share of $.5625 for each of the 100,000 shares registered
hereby.
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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") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's annual
report referred to in paragraph (a) above.
(c) The description of the Registrant's Common Stock contained in the
registration statement filed pursuant to section 12 of the Exchange Act and all
amendments thereto or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Registrant or
the Robert Whitty Stock Option Plan (the "Plan") pursuant to sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date of filing
of such documents.
Item 6. Indemnification of Directors and Officers.
The Registrant's directors and officers are entitled to certain
statutory rights to be indemnified by the Registrant against certain liabilities
and expenses, provided the director or officer is either successful in the
defense of such litigation or is otherwise determined not to have engaged in
willful misconduct, knowingly violated a criminal law, failed to deal fairly
with the Registrant or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest or derived an improper
personal benefit in the performance of his duties to the Registrant. The
Registrant's Amended and Restated Articles of Incorporation, which are
incorporated by reference in Exhibit 4.1, expressly adopt these statutory rights
to indemnification.
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Article VIII of the Registrant's By-Laws contains provisions entitling
directors and officers of the Registrant to indemnification against certain
liabilities and expenses. Registrant's By-Laws are incorporated by reference
in Exhibit 4.2.
Item 8. Exhibits.
---------
4.1 Amended and Restated Articles of Incorporation.
4.2 By-Laws.
5.1 Opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c. as
to the legality of the stock being registered.
23.1 Consent of Arthur Andersen LLP.
24.1 Power of Attorney.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes as follows:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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.
(b) That, for purposes 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.
(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 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.
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3. The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the documents constituting a Prospectus under Form S-8 (the
"Prospectus"), to each employee to whom the Prospectus is sent or given, a copy
of any one of the following reports unless such employee otherwise has received
a copy of such report, in which case the Registrant will furnish promptly,
without charge, a copy of such report upon written or oral request of the
employee: (a) the Registrant's annual report to stockholders containing the
information required by Rule 14a-3(b) under the Securities Exchange Act of 1934
for its latest fiscal year; (b) the Registrant's annual report on Form 10-K for
its latest fiscal year; (c) the Registrant's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933 that contains audited financial
statements for its latest fiscal year, provided that the financial statements
are not incorporated by reference from another filing, and provided further that
such prospectus contains substantially the information required by Rule 14a-3(b)
or the registration statement is on Form SB-2; or (d) the Registrant's effective
Securities Exchange Act of 1934 registration statement on Form 10 containing
audited financial statements for its latest fiscal year. If the last fiscal
year of the Registrant has ended within 120 days prior to the use of the
Prospectus, Registrant may deliver a document containing financial statements
for the fiscal year preceding the latest fiscal year, provided that within the
120-day period a document containing financial statements for the latest fiscal
year will be furnished to each employee.
4. The Registrant hereby undertakes to deliver or cause to be delivered
promptly, without charge, to each employee to whom information is required to be
delivered, upon written or oral request, a copy of the information that has been
incorporated by reference pursuant to Item 3 of Form S-8 (not including exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates).
5. The Registrant hereby undertakes to deliver or cause to be delivered
to all employees participating in the Plan who do not otherwise receive such
material, copies of all reports, proxy statements and other communications
distributed to its security holders generally, provided that such material is
sent or delivered no later than the time it is sent to security holders.
6. 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
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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 Securities Act of 1933 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 Farmington, State of Connecticut, on November 8,
1996.
EDAC TECHNOLOGIES
CORPORATION
BY /S/ Robert T. Whitty
-----------------------------
Robert T. Whitty,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert T. Whitty and Glenn L. Purple, and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution 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 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.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------- ------------------- ----------------
<S> <C> <C>
/S/ Robert T. Whitty Chief Executive November 8, 1996
- --------------------- Officer and
Robert T. Whitty Director
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ Francis W. Moskey President, Chief November 8, 1996
- ------------------------- Operating Officer
Francis W. Moskey and Director
/S/ Gerald C. Smith Executive Vice November 8, 1996
- ------------------------- President and
Gerald C. Smith Director
/S/ Glenn L. Purple Vice President- November 8, 1996
- ------------------------- Finance (Chief
Glenn L. Purple Financial and
Accounting Officer)
and Secretary
/S/ William J. Gallagher Director November 8, 1996
- -------------------------
William J. Gallagher
/S/ John J. DeFrancesco Chairman and
- ------------------------ Director November 8, 1996
John J. DiFrancesco
/S/ Stephen G.W. Walk Director November 8, 1996
- ----------------------
Stephen G.W. Walk
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No Description Page
- ---------- ----------- ----
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation *
4.2 By-Laws *
5.1 Opinion of Reinhart, Boerner,
Van Deuren, Norris & Rieselbach, s.c.
as to the legality of the Stock being registered
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney **
</TABLE>
* Incorporated by reference to the Registrant's Form S-1 Registration
Statement filed with the Commission on August 6, 1985.
** Incorporated by reference to the signature page of this Registration
Statement.
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December 9, 1996
Edac Technologies Corporation
1790 New Britain Avenue
Farmington, CT 06032
Dear Gentlemen: Re: Registration Statement on Form S-8
We have acted as counsel for Edac Technologies Corporation, a Wisconsin
corporation (the "Company"), in connection with the Company's offering to a
certain employee of up to 100,000 shares of its $.0025 par value common stock
pursuant to the Company's Robert Whitty Stock Option Plan (the "Plan").
In such capacity we have examined, among other documents, the Amended and
Restated Articles of Incorporation of the Company and the Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission on or shortly after the date of this letter covering the
offering of the Company's common stock pursuant to the Plan. Based on the
foregoing and such additional investigation as we have deemed necessary, it is
our opinion that:
1. The Company is a corporation existing under the laws of the State of
Wisconsin and, based solely on a certificate of the Secretary of State of
Wisconsin (a) has filed with the Secretary of State during its most recently
completed report year the required annual reports; (b) it is not subject of a
proceeding under Wisconsin Statutes section 180.1421, to cause its
administrative dissolution; (c) no determination has been filed by the
Secretary of State that grounds exist for such actions; (d) no filing has been
made with the Secretary of State of a decree of dissolution with respect to the
Company; and (e) Articles of Dissolution of the Company have not been filed
with the Secretary of State.
2. The shares of common stock have been legally and validly authorized
under the Amended and Restated Articles of Incorporation of the
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Edac Technologies Corporation
December 9, 1996
Page 2
Company and the laws of the State of Wisconsin. When issued and paid for in
accordance with the description set forth in the Registration Statement and the
Plan, the shares of common stock will be legally issued, fully-paid and
nonassessable, except as set forth in Wisconsin Statutes section 180.0622(2)(b),
as interpreted.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8.
Yours very truly,
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /S/ Daniel J. Brink
Daniel J. Brink
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation by
reference in this Registration Statement on Form S-8 and the related Prospectus
pertaining to the Robert Whitty Stock Option Plan of Edac Corporation of our
report dated March 1, 1996 (except with respect to the matter discussed in Note
C, as to which the date is April 10, 1996) included in Edac Technologies
Corporation's Form 10-K for the year ended December 31, 1995 and to all
references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Hartford, Connecticut
December 16, 1996
