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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)
1996 STOCK OPTION PLAN
----------------------
(Full title of the plan)
Ronald G. Popolizio, 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>
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
maximum aggregate
Title of Securities Amount to offering price offering Amount of
to be registered be registered per share(1) price(1) registration fee
- ------------------------------------------------------------------------------------------
Common Stock, $.0025 par 300,000 $2.375 $712,500 $216
- ------------------------------------------------------------------------------------------
</TABLE>
(1) For the purpose of computing the registration fee pursuant to Rule
457(c), Edac Technologies Corporation (the "Registrant") has used the
average bid and asked price for a share of its common stock as listed on
the Nasdaq Small Cap Market on April 7, 1997 for the 300,000 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 1996 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.
<TABLE>
<CAPTION>
Item 8. Exhibits.
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<S> <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>
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.
4
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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
April 8, 1997.
EDAC TECHNOLOGIES
CORPORATION
BY /s/ Edward J. McNerney
-----------------------------
Edward J. McNerney,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward J. McNerney and Ronald G. Popolizio, 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.
Signature Title Date
--------- ----- ----
/s/ Edward J. McNerney Chief Executive April 8, 1997
- ----------------------- Officer and
Edward J. McNerney Director
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Signature Title Date
--------- ----- ----
/s/ Francis W. Moskey President, Chief
- ---------------------- Operating Officer April 8, 1997
Francis W. Moskey and Director
/s/ Ronald G. Popolizio Vice President-
- ------------------------ Finance (Chief April 8, 1997
Ronald G. Popolizio Financial and
Accounting Officer)
and Secretary
/s/ William J. Gallagher Director
- ------------------------- April 8, 1997
Willliam J. Gallagher
/s/ John J. DiFrancesco Chairman and
- ------------------------ Director April 8, 1997
John J. DiFrancesco
/s/ Stephen G.W. Walk
- ---------------------- Director April 8, 1997
Stephen G.W. Walk
6
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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.
<PAGE> 1
Exhibit 5.1
[REINHART BOERNER VAN DEUREN NORRIS & RIESELBACH, S.C. LETTERHEAD]
April 8, 1997
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 300,000 shares of its $.0025 par value common stock
pursuant to the Company's 1996 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.
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Edac Technologies Corporation
April 8, 1997
Page 2
2. The shares of common stock have been legally and validly authorized
under the Amended and Restated Articles of Incorporation of the 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
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we consent to the incorporation by
reference in this registration statement of our report dated March 20, 1997
included in Edac Technologies Corporation's Form 10-K for the year ended
December 31, 1996 and our report dated March 20, 1997 (except with respect to
the matter discussed in Note C, as to which the date is March 27, 1997)
incorporated by reference in Edac Technologies Corporation's Form 10-K for the
year ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
------------------------------
ARTHUR ANDERSEN LLP
Hartford, Connecticut
April 7, 1997
