As filed with the Securities and Exchange Commission on August 19, 1997
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
RHEOMETRIC SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of
incorporation or organization)
61-0708419
(I.R.S. Employer Identification No.)
One Possumtown Road
Piscataway, N.J. 08854-2103
(732) 560-8550
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
________________________
Rheometric Scientific, Inc. 1996 Stock Option Plan
(Full title of the Plan)
________________________
Joseph Musanti
Vice President, Finance and Materials
Rheometric Scientific, Inc.
One Possumtown Road
Piscataway, N.J. 08854-2103
(732) 560-8550
(Name, address and telephone number, including area code, of
agent for service)
Copy to:
David B.H. Martin, Jr., Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maxim Amount of
Title of securities to be offering price aggregate offering registration
to be registered Registered per share (1) price (1) fee (1)
____________ __________ _____________ ___________ __________
<S> <C> <C> <C> <C>
Common Stock 250,000 $1.59 $397,500 $121
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) solely for
purposes of calculating the amount of the registration fee. The
proposed maximum offering price per share was determined by
calculating the weighted average exercise price of (i) 142,400
shares of Common Stock being offered under outstanding options at
an exercise price of $1.75 and (ii) 107,600 shares of Common
Stock being offered at an exercise price of $1.375 based on the
average of the high and low prices per share of the Common Stock,
on August 12, 1997, as reported on The Nasdaq National Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I
of Form S-8, such documents will not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together,
constitute the prospectus as required by Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Rheometric Scientific, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the
following documents filed by it with the Commission:
(a) The Registrant's annual report on Form
10-K for the year ended December 31, 1996;
(b) All reports filed with the Commission
pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996; and
(c) The description of the Registrant's
Common Stock ("Common Stock"), contained in the
Registrant's Registration Statement on Form 8-A.
In addition, all documents and reports filed by the
Registrant subsequent to the date hereof pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports. 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 of this Registration Statement to the
extent that a statement contained herein or in any other
subsequent filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such 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 (the Common Stock is registered under
Section 12 of the Exchange Act).
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 14A:3-5 of the New Jersey Revised Statutes
provides that a corporation may indemnify its directors and
officers against expenses and liabilities incurred in connection
with any proceeding involving any such director or officer by
reason of he or she being or having been a corporate agent, other
than a proceeding by or in the right of the corporation as long
as the director or officer acted in good faith. In cases brought
by or on behalf of the corporation, the corporation can only
indemnify the corporate agent if the agent acted reasonably and
was found not to have breached a duty to the corporation or its
shareholders. A corporation is required to indemnify a corporate
agent who is successful on the merits of any challenge.
The Registrant's Certificate of Incorporation, as
amended, and Bylaws provide for mandatory indemnification of
directors and officers to the full extent as permitted by New
Jersey law. The Registrant has obtained directors and officers
liability insurance.
* * *
Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
________ ____________________________________________
4.1 Certificate of Incorporation of
Registrant, as amended (incorporated by
reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the period
ended March 31, 1995 (File No. 0-14617)).
4.2 By-Laws of the Registrant, as amended
(incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K
for the period ended December 31, 1993 (File
No. 0-14617)).
4.3 Specimen Certificate representing Common Stock of the
Registrant (incorporated by reference to the exhibits to
the Registrant's Registration Statement on Form S-1,
File No. 33-807 filed on October 10, 1985).
- 2 -
<PAGE>
5.1 Opinion of Hogan & Hartson L.L.P.
regarding the legality of the shares being
registered.
23.1 Consent of Hogan & Hartson L.L.P.
(included in their opinion filed as Exhibit
5.1 hereto).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature
page).
Item 9. Undertakings.
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;
(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)(i) and
(a)(ii) do not apply if the Registration Statement is
on Form S-3, or Form S-8, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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.
The undertaking concerning indemnification is set forth
under the response to Item 6.
- 3 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
undersigned 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 Piscataway, State of New Jersey, on
the 19 day of August, 1997.
RHEOMETRIC SCIENTIFIC, INC.
By: /s/ Robert E. Davis
____________________________
Robert E. Davis
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert E. Davis
and Joseph Musanti, and each of them, his or her true and lawful
attorney-in-fact and agent, with power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with all exhibits
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature Title Date
_________________ _________________________ _______
/s/ Robert E. Davis Chairman, President and Chief
___________________ Executive Officer (Principal August 19, 1997
Robert E. Davis Executive Officer)
/s/ Joseph Musanti Vice President, Finance and
___________________ Materials and Chief Financial August 19, 1997
Joseph Musanti Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Richard J. Giacco Secretary and Director August 19, 1997
____________________
Richard J. Giacco
<PAGE>
/s/ Leonard Bogner Director August 19, 1997
____________________
Leonard Bogner
/s/ Alexander F. Giacco Director August 19, 1997
____________________
Alexander F. Giacco
/s/ R. Michael Hendricks Director August 19, 1997
____________________
R. Michael Hendricks
Director August __, 1997
____________________
Robert K. Prud'homme
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
______ ___________ ____
4.1 Certificate of Incorporation of Registrant, *
as amended (incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly Report
on Form 10-Q for the period ended March 31, 1995
(File No. 0-14617)).
4.2 By-Laws of the Registrant, as amended (incor- *
porated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the
period ended December 31, 1993 (File No. 0-14617)).
4.3 Specimen Certificate representing Common Stock *
of the Registrant (incorporated by reference to the
exhibits to the Registrant's Registration Statement
on Form S-1, File No. 33-807 filed on October 10,
1985).
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (See Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page).
_______________
*Incorporated by reference.
Exhibit 5.1
Opinion of Hogan & Hartson L.L.P.
August 19, 1997
Board of Directors
Rheometric Scientific, Inc.
One Possumtown Road
Piscataway, NJ 08854
Dear Gentlemen:
This firm has acted as counsel to Rheometric
Scientific, Inc., a New Jersey corporation (the "Company"),
in connection with its registration, pursuant to a
registration statement on Form S-8 filed with the Securities
and Exchange Commission (the "Commission") on or about the
date hereof (the "Registration Statement"), of 250,000
shares (the "Shares") of common stock, no par value, of the
Company (the "Common Stock"), issuable upon the exercise of
options granted or to be granted pursuant to the Company's
1996 Stock Option Plan (the "Option Plan"). This letter is
furnished to you pursuant to the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. 229.601(b)(5),
in connection with such registration.
For purposes of this opinion letter, we have
examined copies of the following documents.
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as
amended, as certified by the Secretary of State of the State
of New Jersey on August 14, 1997, and as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
3. The Bylaws of the Company, as amended, as certified by
the Secretary of the Company on the date hereof as then
being complete, accurate and in effect (the "Bylaws").
<PAGE>
Rheometric Scientific, Inc.
August 19, 1997
Page 2
4. A copy of the Option Plan as adopted by the Board of
Directors of the Company and the stockholders of the
Company, and as certified by the Secretary of the Company on
the date hereof as then being complete, accurate and in
effect.
5. Resolutions of the Board of Directors of the Company
adopted at a meeting held on February 5, 1996 and by
unanimous written consent on May 29, 1996 and August 12,
1997, as certified by the Secretary of the Company on the
date hereof as then being complete, accurate and in effect,
relating to, among other things, the approval of the Option
Plan and the filing of the Registration Statement.
6. Resolutions of the stockholders of the Company adopted
at a meeting on June 20, 1996, as certified by the Secretary
of the Company on the date hereof as then being complete,
accurate and in effect, relating to, among other things, the
approval of the Option Plan.
We have not, except as specifically identified
above, made any independent review or investigation of
factual or other matters, including the organization,
existence, good standing, assets, business or affairs of the
Company, or its subsidiaries or of any other matters. In
our examination of the aforesaid certificates, records and
documents, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals,
and the authenticity and conformity with the original
documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have
assumed the authenticity and accuracy of the foregoing
certifications of corporate officers, on which we are
relying, and have made no independent investigations
thereof.
We have not, except as specifically identified
herein, been retained or engaged to perform, nor have we
performed, any independent review or investigation of any
statutes, ordinances, laws, regulations, agreements,
contracts, instruments, or corporate records to which the
Company or any of its property may be a party or may be
subject. This opinion letter is given in the context of the
foregoing.
<PAGE>
Rheometric Scientific, Inc.
August 19, 1997
Page 3
This opinion letter is based as of matters of law
solely on the applicable provisions of New Jersey law, and
we express no opinion as to any other laws, statutes, rules,
regulations or ordinances, including without limitation any
federal or state tax or securities laws or regulations. We
note that our firm only requires lawyers to be qualified to
practice law in the District of Columbia, Virginia, or
Maryland.
Based upon, subject to, and limited by the
foregoing, we are of the opinion that the Shares, when
issued and delivered in the manner and on the terms
contemplated in the Registration Statement and the Option
Plan (with the Company having received the consideration
therefor, the form of which is in accordance with applicable
law), will be validly issued, fully paid and non-assessable.
We assume no obligation to advise you of any
changes in the foregoing subsequent to the delivery of this
opinion. This opinion has been prepared solely for your use
in connection with the filing of the Registration Statement
on the date of this letter, and should not be quoted in
whole or in part or otherwise be referred to, nor be filed
with or furnished to any governmental agency or other person
or entity, without the prior written consent of this firm.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. Nothing herein
shall be construed to cause us to be considered "experts"
within the meaning of Section 11 of the Securities Act of
1933, as amended, or the rules thereunder.
Very truly yours,
/s/ Hogan & Hartson L.L.P
HOGAN & HARTSON L.L.P.
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Rheometric Scientific, Inc.
We consent to the incorporation by reference in the
registration statement of Rheometric Scientific, Inc. on Form S-
8 (File No. __________) of our report dated May 8, 1997, on our
audits of the consolidated financial statements of Rheometric
Scientific, Inc. as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995, and 1994, which report is
included in the 1996 Annual Report of Rheometric Scientific,
Inc. on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 18, 1997
