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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
CHAMBERS DEVELOPMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1214958
(State or other jurisdiction (IRS Employer
of incorporation or organization) identification No.)
10700 FRANKSTOWN ROAD
PITTSBURGH, PA 15235 15235
(Address of Principal Executive Offices) (Zip Code)
CHAMBERS DEVELOPMENT COMPANY, INC.
1993 STOCK INCENTIVE PLAN
(Full title of plan)
WILLIAM RODGERS, JR.
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CHAMBERS DEVELOPMENT COMPANY, INC.
10700 Frankstown Road
Pittsburgh, PA 15235
(412) 242-6237
(Name and address of agent for service)
(Telephone number, including area
code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________________________
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED PER SHARE* OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A 2,500,000 $3.5625 $8,906,250 $2,783.20
COMMON STOCK SHARES
_________________________________________________________________________________________________
</TABLE>
* COMPUTED WITH RESPECT TO THE AVERAGE OF THE HIGH AND LOW PRICE OF THE CLASS
A COMMON STOCK, AS REPORTED ON THE AMERICAN STOCK EXCHANGE ON APRIL 12, 1994
PURSUANT TO RULE 457(C).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the 1993 Stock Incentive Plan of
Chambers Development Company, Inc., a Delaware corporation (hereinafter called
the "Corporation" or the "Company"). Except as otherwise stated herein, the
1993 Stock Incentive Plan is referred to as the "Plan".
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below, and all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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:
(a) The latest Annual Report on Form 10-K of the Company filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the Class A Common Stock of the Company contained in
the Company's registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose
of updating such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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Item 6. Indemnification of Directors and Officers.
(a) Delaware General Corporation Law. Section 145 of the Delaware General
Corporation Law provides that 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, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon plea of nolo contendere or its equivalent,
shall not, in and of itself, create a presumption that his conduct was
unlawful.
Section 145 also provides that 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 or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon adjudication that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
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To the extent that a director, officer, employee or agent of the corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to above, or in defense of any claim, issue or matter
thereof, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Any such indemnification (unless ordered by court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct
set forth above. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or
(2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion; or
(3) by the stockholders.
Section 145 permits a Delaware business corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify such person.
In addition, Section 102 of the Delaware General Corporation Law permits a
corporation to eliminate or limit the personal liability of directors to the
corporation for monetary damages for breach of fiduciary duty subject to
certain exceptions.
(b) Charter and By-Law Provisions on Indemnity and Limitations of
Liability. Articles 10 and 11 of the Company's Restated Certificate of
Incorporation provide as follows:
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10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (A) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (B) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (C) under Section 174 of the Delaware General
Corporation Law or (D) for any transaction from which the director derives an
improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article 10 to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law
as so amended. Any repeal or modification of this article by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification.
11. To the full extent permitted by Section 145 of the Delaware General
Corporation Law or any successor provision thereto, (A) the corporation shall
(1) indemnify any person who was or is a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a director
or officer of the corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding and
(2) pay expenses incurred by such person in defending a civil or criminal
action, suit or proceeding in advance of the final disposition of such action,
suit or proceeding, and (B) the corporation may (1) 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, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was an employee or agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding and (2) pay expenses incurred by such
person in defending a civil or criminal action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding. The foregoing
indemnification and advancement of expenses provisions shall not be deemed
exclusive of any other rights to indemnification or advancement of expenses to
which any such person may be entitled under any statute, by-law, agreement,
vote of stockholders or
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disinterested directors or otherwise. Any change in law that purports to
restrict the ability of the corporation to indemnify or advance expenses to any
such person shall not affect the corporation's right to indemnify and advance
expenses to any such person with respect to any action, claim, suit or
proceeding that occurred or arose or that is based on events or acts that
occurred or arose prior to such change in law.
Article VII, Sections 1 and 2 of the Company's By-Laws provide as follows:
Section 1. A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (A) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (B) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (C) under Section 174 of the Delaware General
Corporation Law or (D) for any transaction from which the director derives an
improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article VII to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law
as so amended. Any repeal or modification of this article by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification.
Section 2. To the full extent permitted by Section 145 of the Delaware
General Corporation Law or any successor provisions thereto, (A) the
corporation shall (1) 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, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director or officer of the
corporation, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding and (2) pay expenses incurred
by such person in defending a civil or criminal action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding, and (B)
the corporation may (1) 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, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was an employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer,
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employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding and
(2) pay expenses incurred by such person in defending a civil or criminal
action, suit or proceeding in advance of the final disposition of such action,
suit or proceeding. The foregoing indemnification and advancement of expenses
provisions shall not be deemed exclusive of any other rights to indemnification
or advancement of expenses to which any such person may be entitled under any
statute, by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Any change in law that purports to restrict the ability of the
corporation to indemnify or advance expenses to any such person shall not
affect the corporation's or right to indemnify and advance expenses to any such
person with respect to any action, claim, suit or proceeding that occurred or
arose or that is based on events or acts that occurred or arose prior to such
change in law.
(c) Director and Officer Liability Insurance. The Company purchases
directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
All exhibits filed as part of this Registration Statement are shown in the
Exhibit Index on page 12 and are 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 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.
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(2) That, for the 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.
(3) To remove from registration by means of a post-effective amendment of
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 Company pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities and Exchange Act ("Act") and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company 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 Company 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 and Exchange Act 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 COMPANY
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 PITTSBURGH, AND THE COMMONWEALTH OF PENNSYLVANIA, ON
THE 15TH DAY OF APRIL, 1994.
CHAMBERS DEVELOPMENT COMPANY, INC.
By: /s/ John G. Rangos, Sr.
John G. Rangos, Sr.
Chairman and Chief Executive Officer
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.
/s/ John G. Rangos, Sr. April 15, 1994
John G. Rangos, Sr., Director
Chairman and Chief Executive Officer
/s/ John G. Rangos, Jr. April 15, 1994
John G. Rangos, Jr., Director
Vice Chairman - Administration and
Technology, and Secretary
/s/ Alexander W. Rangos April 15, 1994
Alexander W. Rangos, Director
President and Chief Operating Officer
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/s/ William Rodgers, Jr. April 15, 1994
William Rodgers, Jr., Senior
Vice President and
Chief Financial Officer
/s/ Joseph G. Stotlemyer April 15, 1994
Joseph G. Stotlemyer, Director
Vice President - Support Services
/s/ David J. Feals April 15, 1994
David J. Feals
Vice President and Corporate Controller and
Principal Accounting Officer
/s/ Michael J. Peretto April 15, 1994
Michael J. Peretto, Director
/s/ Peter J. Gibbons April 15, 1994
Peter J. Gibbons, Director
/s/ William E. Moffett April 15, 1994
William E. Moffett, Director
/s/ John M. Arthur April 15, 1994
John M. Arthur, Director
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===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
EXHIBITS
filed with
FORM S-8
Registration Statement
under
the Securities Act of 1933
______________________________
CHAMBERS DEVELOPMENT COMPANY, INC.
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EXHIBIT INDEX
Exhibit No. Page
5 Opinion of Thorp, Reed & Armstrong as to the legality of the
securities being registered................................. 14
23(a) Consent of Deloitte & Touche, independent
auditors.................................................... 16
23(b) Consent of Thorp, Reed & Armstrong
(Included in Item 5)........................................
29 Copy of Chambers Development Company, Inc.
1993 Stock Incentive Plan (Incorporated by
reference to Exhibit A to Chambers Development
Company, Inc.'s Definitive Proxy Statement,
dated October 4, 1993, under File No. 1-9108)...............
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Exhibit 5
April 15, 1994
Chambers Development Company, Inc.
10700 Frankstown Road
Pittsburgh, PA 15235
Gentlemen:
We have acted as counsel to Chambers Development Company, Inc.
(the "Company") in connection with the review of a Registration
Statement of Form S-8 to be filed by the Company under the Securities
Act of 1933, as amended, for the registration of 2,500,000 shares of
Class A Common Stock, par value $.50 per share, of the Company to be
issued under the Company's 1993 Stock Incentive Plan (the "Plan").
We have reviewed and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of the Company' Certificate
of Incorporation and By-laws, as currently in effect, copies of the
Plan and other stock option plans of the Company, and such other
documents, corporate records and certificates of public officials and
other instruments as we have deemed necessary or advisable as the
basis for the opinion herein expressed.
Based upon the foregoing, we are of the opinion that the Class A
Common Stock reserved for issuance under the Plan has been duly authorized
and, upon issuance and delivery of the 2,500,000 shares in accordance
with the terms of the Plan, such shares will be legally issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Company's Registration Statement on Form S-8.
Very truly yours,
Thorp Reed & Armstrong
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Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Chambers Development Company, Inc. on Form S-8 of our report dated March 25,
1994 on the consolidated financial statements of the Company (which report
expresses an unqualified opinion and includes an explanatory paragraph as to an
uncertainty because of certain legal actions) and our report dated March 25,
1994 on the financial statement schedules, both reports appearing in the Annual
Report on Form 10-K of Chambers Development Company, Inc. for the year ended
December 31, 1993.
DELOITTE & TOUCHE
Pittsburgh, PA
April 15, 1994
