Registration No. ________
As filed with the Securities and Exchange Commission on June 22, 1999
=====================================================================
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 or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1790 New Britain Avenue
Farmington, Connecticut 06032
(Address of Principal Executive Offices) (ZIP Code)
_________________________
EDAC TECHNOLOGIES CORPORATION
1998 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
_________________________
Copies to:
RONALD G. POPOLIZIO DAVID R. KROSNER, ESQ.
Secretary Reinhart, Boerner, Van Deuren,
Edac Technologies Corporation Norris & Rieselbach, s.c.
1790 New Britain Avenue 1000 North Water Street
Farmington, Connecticut 06032 Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
860-677-2603
(Telephone Number, Including Area Code, of Agent for Service)
_________________________
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share Price (1) Fee
- -------------------- -------------- ---------------- ----------- -------------
Common Stock,
.0025 par value . . 300,000 shares $ 3.63(1)(2) $ 1,087,500 $ 302
<FN>
(1) For the purpose of computing the registration fee, Edac Technologies
Corporation (the "Registrant") has used the $3.63 average of the high and low
prices of the Common Stock as reported on June 18, 1999 on the Nasdaq National
Market, for the offering price per share, in accordance with Rule 457(h).
(2) The actual offering price will be determined in accordance with the terms
of the Plan.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Edac Technologies Corporation, a Wisconsin
corporation (the "Registrant") (Commission File No. 0-14275), with the
Securities and Exchange Commission (the "Commission") pursuant to section 13 or
15 of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:
(a) The description of the Registrant's Common Stock contained in the
registration statement filed pursuant to section 12 of the 1934 Act, and any
amendment or report filed for the purpose of updating such description.
(b) The Company's annual report on Form 10-K for the fiscal year ended
January 2, 1999.
All documents subsequently filed by the Registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business Corporation Law
("WBCL"). Under section 180.0851(1) of the WBCL, the Registrant is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of the Registrant. In all other cases, the Registrant is
required by section 180.0851(2) of the WBCL to indemnify a director or officer
against liability incurred in a proceeding to which such person was a party
because he or she was an officer or director of the Registrant, unless it is
determined that he or she breached or failed to perform a duty owed to the
Registrant and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Registrant or its shareholders in connection
with a matter in which the director or officer has a material conflict of
interest; (ii) a violation of criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful; (iii) a transaction from which the
director or officer derived an improper personal profit; or (iv) willful
misconduct. Section 180.0858(1) of the WBCL provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Registrant's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under section 180.0851(2) referred to above.
Under section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper dividend
or other distribution to shareholders to which they assented are entitled to
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.
Article VIII of the Registrant's By-Laws contains provisions that generally
parallel the indemnification provisions of the WBCL and cover certain procedural
matters not dealt with in the WBCL. In addition, the Registrant's Amended and
Restated Articles of Incorporation expressly adopt the statutory rights to
indemnification. The Registrant's Amended and Restated Articles of
Incorporation and By-Laws are incorporated by reference in Exhibit 4.2.
[Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.] [TRUE?]
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration Statement,
which Exhibit Index is incorporated herein by reference.
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 1934 Act 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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 Act) 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) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
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 Farmington, State of Connecticut, on June 22, 1999.
EDAC TECHNOLOGIES CORPORATION
(Registrant)
By: /s/Edward J. McNerney
-------------------------------
Edward J. McNerney
President and 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, as 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 onto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
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 date indicated.
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SIGNATURE . . . . . . . TITLE DATE
/s/John J. DiFrancesco Chairman of the Board and Director June 22, 1999
- -----------------------
John J. DiFrancesco
/s/Edward J. McNerney President, Chief Executive Officer and June 22, 1999
- ----------------------- Director (Principal Executive Officer of the
Edward J. McNerney Registrant)
/s/Ronald G. Popolizio Executive Vice President, Chief Financial June 22, 1999
- ----------------------- Officer and Secretary (Principal Financial
Ronald G. Popolizio and Principal Accounting Officer)
/s/Stephen G.W. Walk Director June 22, 1999
- -----------------------
Stephen G.W. Walk
/s/Arnold Sargis Director June 22, 1999
- -----------------------
Arnold Sargis
- ----------------------- Director
William J. Gallagher
/s/Robert J. Gilchrist Director June 22, 1999
- -----------------------
Robert J. Gilchrist
- ----------------------- Director
Lee Morris
- ----------------------- Director
James Biondi
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<PAGE>
EDAC TECHNOLOGIES CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-14275)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL
NUMBER. DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO.
4.1 . . Amended and Restated Articles Exhibit 4.1 to the Registrant's Form S-1
of Incorporation of the Registrant Registration Statement filed with the
Commission on August 6, 1985
4.2 . . By-Laws of the Registrant Exhibit 4.2 to the Registrant's Form S-1
Registration Statement filed with the
Commission on August 6, 1985
5 . . . Opinion of Counsel X
23.1. . Consent of Arthur Andersen LLP X
23.2. . Consent of Counsel Contained
in Opinion
filed as
Exhibit 5
24. . . Powers of Attorney Signature Page to Registration
Statement
99. . . Edac Technologies Corporation Exhibit 10.39 to the Registrant's
1998 Employee Stock Option Form 10-K for the fiscal year ended
Plan January 2, 1999
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<PAGE>
Exhibit 5
June 22, 1999
Edac Technologies Corporation
1790 New Britain Avenue
Farmington, CT 06032
Gentlemen:
We are providing this opinion in connection with the Registration Statement
of Edac Technologies Corporation, a Wisconsin corporation (the "Company"), on
Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933,
as amended (the "Act"), with respect to the proposed sale by the Company of up
to 300,000 shares of Company common stock, $.0025 par value per share (the
"Shares"), pursuant to the provisions of the Edac Technologies Corporation 1998
Employee Stock Option Plan (the "Plan").
We have examined (i) the Registration Statement, (ii) the Company's Amended
and Restated Articles of Incorporation and By-Laws, as amended to date, (iii)
the Plan, (iv) the corporate proceedings relating to the adoption of the Plan
and the issuance of the Shares, and (v) such other documents and records as we
have deemed necessary in order to render this opinion. In rendering this
opinion, we have relied as to certain factual matters on certificates of
officers of the Company and of state officials.
Based upon the foregoing, 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 Department of Financial
Institutions of the State of Wisconsin (the "DFI"); (a) has filed with the DFI
during its most recently completed report year the required annual report; (b)
is not the subject of a proceeding under Wisconsin Statutes section 180.1421 to
cause its administrative dissolution; (c) no determination has been made by the
DFI that grounds exist for such action; (d) no filing has been made with the DFI
of a decree of dissolution with respect to the Company; and (e) Articles of
Dissolution of the Company have not been filed with the DFI.
2. The Shares, when issued as and for the consideration contemplated by the
Registration Statement and the Plan, will be validly issued, fully paid and
non-assessable by the Company, subject to the personal liability which may be
imposed on shareholders by section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to employees for
services performed, but not exceeding six months service in any one case.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of section 11 of the Act, or that we come within the category of
persons whose consent is required by section 7 of the Act.
Yours very truly,
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ David R. Krosner
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 and related Prospectus for
the 1998 Stock Option Plan of Edac Technologies Corporation of our report dated
February 12, 1999, incorporated by reference in Edac Technologies Corporation's
Form 10-K for the year ended January 2, 1999.
/s/ ARTHUR ANDERSEN LLP
Hartford, Connecticut
June 15, 1999
