<PAGE> 1
As filed with the Securities and Exchange Commission on November 19, 1998
Registration No.333-
------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MAXCO, INC.
(Exact Name of Registrant as Specified in Its Charter)
Michigan 38-1792842
(State of Incorporation) (IRS Employer I.D. Number)
1118 Centennial Way
Lansing, MI 48917
(Address of Principal Executive Office)
MAXCO, INC. 1998 STOCK OPTION PLAN
(Full Title of Plan)
Vincent Shunsky
Vice President of Finance
Maxco, Inc.
P.O. Box 80737
Lansing, MI 48908
(517) 321-3130
(Name, Address and Telephone Number of Agent for Service)
----------------------------
Copies to:
Josephine L. Cameron
WARREN CAMERON FAUST & ASCIUTTO, P.C.
P.O. Box 26067
Lansing, Michigan 48909
(517) 349-8600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed Proposed
Title of Securities Maximum maximum
to be Registered Offering Price Per Aggregate Amount of
Amount to be Share (1) Offering Price Registration Fee
Registered
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maxco, Inc. 500,000 Shares $7.50 $3,750,000 $1,042.50
Common Stock
=============================================================================================================
</TABLE>
(1) Represents the average of the high and low price for the Company's Common
Stock on November 13, 1998 as reported by the Nasdaq National Market, as
required by Rule 457(c).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended March 31,
1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998; and
(d) The description of the Company's securities included in its
registration statement pursuant to Section 12(g) of the Exchange Act,
SEC File No. 0-2762.
All periodic reports or proxy materials filed by the Company pursuant to
section 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, shall be deemed to be incorporated by reference in this prospectus and
shall be a part thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock to be sold by the Company
and certain other legal matters pertaining to the issuance and sale of the stock
by the Company will be passed on by Warren Cameron Faust & Asciutto, P.C.,
Lansing, Michigan, the general counsel of the Company. Attorneys for Warren
Cameron Faust & Asciutto, P.C. own 33,280 shares of Maxco, Inc. common stock.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Registrant provide that the Registrant may indemnify any
and all of its directors and officers, former directors and officers, and the
current and former directors or officers of another corporation, partnership,
joint venture, trust or other enterprise in which they are or were serving at
the request of the Registrant, to the full extent of Michigan law, including
against any and all expenses, including legal fees, actually and reasonably
incurred by such directors or officers or former directors or officers in
connection with such action, in which they, or any of them, are made parties or
a party, by reason of being or having been directors or officers of the
Registrant, or of such other entity, if they acted in good faith and in a manner
they reasonably believed to be in the best interest of the Registrant, and had
no reason to believe their conduct was unlawful.
With respect to actions or suits by or in the name of the Registrant to
procure a judgment in its favor, no indemnification shall be made in respect of
any claim, issue or matter as to which such director or officer shall have been
adjudged to be liable for negligence or misconduct in the performance of its
duty to the Registrant, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The Articles of Incorporation of the Registrant provide that, to the full
extent that the laws of the State of Michigan permit the limitation or
elimination of the liability of directors or officers, no director or officer of
the corporation shall be personally liable to the corporation or its
stockholders for damages for breach of any duty owed to the corporation or its
stockholders.
<PAGE> 3
Michigan law allows the elimination of a director's personal liability to
the corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, a director's liability may not be eliminated
or limited for: i) a breach of the director's duty of loyalty to the corporation
or its shareholders, ii) acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law, iii) violations of acts
specifically enumerated in the statute, or iv) transactions from which the
director derived an improper personal benefit.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Document
- -------------- -----------------------
<S> <C>
4.1 Resolution establishing Series Three Preferred Shares is
hereby incorporated by reference from Form S-4 dated
November 4, 1991 (File No. 33-43855)
4.2 Resolution authorizing the redemption of Series Two
Preferred Stock, establishing Series Four Preferred Stock
and the terms of the subordinated notes is hereby
incorporated by reference from Form 10-Q dated February 14,
1997.
4.3 Resolution establishing Series Five Preferred Shares is
hereby incorporated by reference from Form 10-K dated June
5, 1997.
5 Opinion of Warren Cameron Faust & Asciutto, P.C.
23.1 Consent of Warren Cameron Faust & Asciutto, P.C.
(Included in Exhibit 5)
23.2 Consent of Independent Accountants
24 Power of Attorney (Included on Signature Page)
</TABLE>
Item 9. Undertakings .
(a) The undersigned Registrant hereby undertakes:
i) 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.
ii) 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.
iii) 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
Securities 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.
<PAGE> 4
(c) The undersigned Registrant hereby undertakes to transmit or cause to
be transmitted to all employees participating in the Plan who do not otherwise
receive such material as shareholders of the registrant, at the time and in the
manner such material is sent to its shareholders, copies of all reports, proxy
statements and other communications distributed to its shareholders generally.
(d) 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> 5
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Eric L. Cross,
Executive Vice President, and Vincent Shunsky, Vice President of Finance, or
either of them, his true and lawful attorney-in-fact with authority together or
individually to execute and to file with the Securities and Exchange Commission,
any amendments to this Registration Statement on Form S-8, together with any
exhibits and other documents.
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 Lansing, State of Michigan, on this 17th day of
November, 1998.
MAXCO, INC.
By: Max A. Coon
---------------------------
Max A. Coon, President
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.
Max A. Coon Dated: November 17, 1998
- -------------------------------------------- -------------------------
Max A. Coon, President
(Principal Executive Officer) and Director
VINCENT SHUNSKY Dated: November 17, 1998
- -------------------------------------------- -------------------------
Vincent Shunsky, Vice President of Finance
(Principal Financial and Accounting Officer)
ERIC L. CROSS Dated: November 17, 1998
- -------------------------------------------- -------------------------
Eric L. Cross, Director
CHARLES J. DRAKE Dated: November 17, 1998
- -------------------------------------------- -------------------------
Charles J. Drake, Director
Dated:
- -------------------------------------------- -------------------------
Joel I. Ferguson, Director
RICHARD G. JOHNS Dated: November 17, 1998
- -------------------------------------------- -------------------------
Richard G. Johns, Director
J. MICHAEL WARREN Dated: November 17, 1998
- -------------------------------------------- -------------------------
J. Michael Warren, Director
MICHAEL W. WISTI Dated: November 17, 1998
- -------------------------------------------- -------------------------
Michael W. Wisti, Director
Dated:
- -------------------------------------------- -------------------------
Andrew S. Zynda, Director
<PAGE> 6
EXHIBIT INDEX
-------------
Exhibit 5 Opinion of Warren Cameron Faust & Asciutto P.C.
Exhibit 23.2 Consent of Independent Accountants
<PAGE> 1
EXHIBITS
EXHIBIT 5
November 18, 1998
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington, DC 20549
Re: Maxco, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have been requested to give our opinion in connection with the proposed
registration of 500,000 shares of Common Stock of Maxco, Inc. (the "Company")
which will be registered under the Securities Act of 1933 with the Securities
and Exchange Commission in a registration statement on Form S-8 to be filed on
or about November 19, 1998. The shares are to be issued pursuant to the Maxco
Inc.1998 Stock Option Plan to officers and key employees of Maxco, Inc. and its
subsidiaries, as well as nonemployee directors, consultants or advisors, who are
in a position to contribute materially to the prosperity of the Company.
As General Counsel for the Company, we have examined the Articles of
Incorporation of the Company, its Bylaws, its Minutes of meetings of its Board
of Directors, and made such other examination and investigation as we deem
appropriate, and we are of the opinion that the 500,000 shares of Common Stock
to be registered by the Company will be, when issued, legally issued, fully paid
and non-assessable.
We hereby consent to the filing of our opinion as Exhibit 5 to the Form
S-8 Registration Statement filed by the Company to effect registration of the
shares under the Securities Act of 1933 and to the reference to us under the
caption "Interests of Named Experts and Legal Counsel" in such Registration
Statement.
Very truly yours,
WARREN CAMERON
FAUST & ASCIUTTO, P.C.
/s/ Josephine L. Cameron
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated May 29,
1998, except for Note 14 as to which the date is June 19, 1998, in the
Registration Statement (Form S-8 No. 333-_____) pertaining to the Maxco Stock
Option Plan of Maxco, Inc. with respect to the consolidated financial statements
and schedule of Maxco, Inc. included in its Annual Report (Form 10-K) for the
year ended March 31, 1998, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
November 18, 1998
Detroit, Michigan
