<PAGE>
As filed with the Securities and Exchange Commission on March 21, 1994,
Registration No. 33-___________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PARTECH HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-1166419
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
3366 Riverside Drive, Suite 200, Columbus, Ohio 43221
(Address of principal executive offices) (Zip Code)
PARTECH HOLDINGS CORPORATION 1993 LONG-TERM INCENTIVE PLAN
CONSULTANT CONTRACTS
(Full title of plans)
Paul Weinberger
Vice President, Controller and Assistant Treasurer
Partech Holdings Corporation
3366 Riverside Drive, Suite 200
Columbus, Ohio 43221
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
Title of Securities to to be Price Per Aggregate Registration
be Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.05 per share (1) 600,000 $1.53125 $918,750.00 $316.81
Common Stock, par value $0.05 per share (2) 75,000 $ 0.912 $ 68,400.00 $ 23.59
Total............................................................................ $ 340.40
</TABLE>
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) Based on options issuable under the Partech Holdings Corporation 1993
Long-Term Incentive Plan. The offering price per share is calculated in
accordance with Rule 457(c) pursuant to Rule 457(h), utilizing the
high and low prices reported in the consolidated reporting system of
the NASDAQ Small Cap Market as of March 18, 1994, which is within five
(5) business days prior to the filing of this registration statement.
(2) The Company is to issue 75,000 shares for $0.912 per share pursuant to
compensation arrangements with consultants. The offering price per
share is calculated pursuant to Rule 457(h), utilizing the sale price
of the shares hereof.
Approximate date of proposed sales pursuant to the plans: As soon as
practicable after the Registration Statement becomes effective, as and when
options and appreciation rights are exercised.
This registration statement, including all exhibits and attachments, consists of
11 pages.
The exhibit index is on page 5.
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents which are filed with the Securities and Exchange
Commission are incorporated herein by reference in the registration statement
hereof:
(a) The Company's latest annual report on Form 10-K, or, if the financial
statements therein are more current, the Company's latest prospectus,
other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) or (c) of the Securities Exchange Commission
under the Securities Act of 1933.
(b) All other reports filed by the Company pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to
in (a) above.
(c) The descriptions of the Company's $0.05 par value common stock which is
contained in the Company's registration statements filed under section
12 of the Securities Exchange Act of 1934, including any amendment(s)
thereto or reports filed for the purpose of updating such descriptions.
(d) All documents subsequently filed by the Company 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 to the registration
statement which indicates that all of the shares of common stock
offered have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be a part hereof from the date of
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 of this registration
statement to the extent that a statement contained 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
(a) Section 145 of the Delaware Code Annotated, the jurisdiction in which
the Company is incorporated, provides, under certain circumstances, for
the indemnification of directors or officers of a Delaware corporation
for expenses in connection with the defense of any action, suit or
proceeding in relation to certain matters, brought against them as such
directors and officers.
(b) Article Eighth of the Restated Certificate of Incorporation of Partech
Holdings Corporation provides for Indemnification of the Partech's
executive officers and directors. The Restated Certificate of
Incorporation of Partech Holdings Corporation is filed herewith as
Exhibit 3.3.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibit index is filed on page 5 of the registration statement.
The Company is not filing an opinion of counsel concerning compliance with
the requirements of ERISA as to the Partech Holdings Corporation 1993 Long-Term
Incentive Plan. In lieu thereof the Company hereby undertakes to submit the
Partech Holdings Corporation 1993 Long-Term Incentive Plan and any amendments
thereto to the IRS and any other appropriate governmental authority to assure
the compliance with the requirements of ERISA. It is the
Page 2
<PAGE>
Company's present intention not to seek qualification of its Partech Holdings
Corporation 1993 Long-Term Incentive Plan under section 401 of the Internal
Revenue Code, but rather, to cause it to comply with all applicable ERISA
requirements.
Item 9. Undertakings.
The undersigned Company 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; and (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.
(a) Provided, however, that paragraphs (1)(i) and (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 Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 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 when all options
that have been and may be granted under the plan shall have expired or
terminated, have been exercised or cancelled, or upon termination of the
offering.
(4) 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 the annual report for the Partech
Holdings Corporation 1989 Incentive Stock Option Plan and Partech
Holdings Corporation 1989 Stock Option and Stock Appreciation Rights
Plan 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.
(5) 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 heretofore,
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 Act of 1933 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 Company 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 preceding, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against public policy
as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
Page 3
<PAGE>
Pursuant to the requirements of the Securities Exchange 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, the State of Ohio, on this
18th day of March, 1994.
Partech Holdings Corporation
By /s/ JOHN E. RAYL
-------------------------------------
John E. Rayl, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ JOHN E. RAYL
- ------------------------------ Chairman, Chief Executive Officer, March 18, 1994
John E. Rayl President, Treasurer, Director and
Principal Financial Officer
/s/ THOMAS E. REYNOLDS
- ------------------------------ Vice President, Secretary, Assistant March 18, 1994
Thomas E. Reynolds Treasurer and Director
- ------------------------------ Director March 18, 1994
Reverend Jerry K. Rayl
/s/ PAUL R. WEINBERGER
- ------------------------------ Vice President, Controller and Assistant March 18, 1994
Paul R. Weinberger Treasurer
</TABLE>
Page 4
<PAGE>
INDEX TO EXHIBITS
Exhibit 3.1 Bylaws filed as Exhibit 2 to Form 10, Commission File No. 014361
filed on March 28, 1986 is incorporated herein by reference.
Exhibit 3.3 Restated Certificate of Incorporation of Partech Holdings
Corporation dated January 25, 1994, incorporated herein by
reference to Exhibit 3.3 to Form 10-Q for the fiscal quarter
ended January 31, 1994, Commission File No. 014361.
Exhibit 4.1 Instruments Defining the Rights of Security Holders filed as
Exhibit 3 to Form 10, Commission File No. 014361 filed on March
28, 1986 is incorporated herein by reference.
Exhibit 4.2 Form of Common Share Certificate of Partech Holdings Corporation,
incorporated herein by reference to Exhibit B, to Form 8-K,
dated March 13, 1992, Commission File No. 014361.
Exhibit 10.50 Partech Holdings Corporation 1993 Long-Term Incentive Plan,
incorporated herein by reference to Exhibit 10.50, to Form 14A,
filed on November 19, 1993, Commission File No. 014361.
Exhibit 10.51 Consulting Agreement between Partech Holdings Corporation and
Birchwood Capital Advisors Group, Inc. dated February 1, 1994,
filed herewith as Exhibit 10.51.
Exhibit 23.5 Consent of Hausser + Taylor filed herewith as Exhibit 23.5.
Page 5
<PAGE>
EXHIBIT 10.51
CONSULTING SERVICES AGREEMENT
This Agreement, effective this 1st day of February, 1994, is made and
entered into by and between PARTECH HOLDINGS CORPORATION ("Client"), with the
mailing address of 3366 Riverside Drive, Suite 200, Columbus, Ohio 43221, and
BIRCHWOOD CAPITAL ADVISORS GROUP, INC. ("Consultant"), with the mailing
address of 4 Dogwood Court, West Patterson, New Jersey 07424.
1. SERVICES
Client desires and consultant is willing to provide the services as
described on Exhibit A ("Services"). Following the execution of the Agreement,
and upon the reasonable request of Client, Consultant shall immediately
provide Client with Services by the employees and/or agents of Consultant
pursuant to the terms and conditions of this Agreement.
2. STANDARDS
Consultant will provide Services in accordance with all applicable laws and
regulation, including but not limited to, the rules and ethical standards of the
Securities and Exchange Commission and National Association of Security Dealers,
Inc.
3. PERSONNEL
Individuals who perform Services for or on behalf of Consultant to Client,
shall be considered the agents, consultants, contractors or employees of
Consultant. The relationship between Consultant and Client is solely one of
independent contractor. Consultant shall produce the results requested and is
entitled to perform the Services required herein through the use of its own
personnel. Nothing herein shall be construed or interpreted to deem the
relationship between Client and Consultant as an employer-employees
relationship. Clonsultant hereby agrees to indemnify Client from and against
any and all costs, expenses, damages and the like resulting from any payroll tax
or related assessment (including penalties and interest) against Client by
reason of Consultant being treated as other than an independent contractor.
Consultant and Client shall each designate one or more of their employees as
primary contacts (Representatives), who shall be designated at the end of this
Agreement, and authorized to act on their behalf in all matters relating to this
Agreement.
4. ASSIGNMENT
Consultant shall select Personnel to perform Services for the Client who are
qualified to perform the requested Services. Client may reject personnel if
professional qualifications are unsatisfactory to Client.
5. CHARGES FOR SERVICES
In consideration for the services to be performed by Consultant, Client
agrees to sell to Consultant seventy-five thousand (75,000) shares of the common
stock of Client on the terms and conditions as set forth on the Subscription
Agreement attached hereto as Exhibit B. Services to be
<PAGE>
performed by Consultant under this Agreement shall be in consideration of the
compensation described above, which shall in no way be construed as being paid
for the purchase or sale of any of Client's securities, either for
Consultant's own account or as a broker, nor shall this Agrrement and the fee
paid hereunder require Consultant to make a market for the securities of
Client.
6. WAGES AND SALARIES
Consultant shall be responsible for all contract obligations it may have
with its Personnel, for the payment of all wages and salaries payable to its
Personnel, and the cost of providing Personnel with any fringe benefits to which
they may be entitled by reason of being Personnel of Consultant. Consultant
shall also be responsible for withholding payroll taxes from the wages and
salaries paid to Personnel and the payment of all payroll taxes relating to
their employment to government agencies and shall provide workman's compensation
insurance, unemployment insurance and any other insurance required by statute.
7. INDEMNIFICATION
In connection with this agreement, Consultant and Client mutually agree that
they will indemnify and hold harmless each other and such other's respective
directors, officers, employees and each person, if any, who controls such other
entity within the meaning of Section 15 of the Securities Act of 1933 or Section
20 of the Securities Exchange Act of 1934 (any and all of whom are referred to
as the "Indemnified Party") from and against any and all losses, claims, damages
and liabilities, joint or several (including all legal or other expenses
reasonably incurred by any Indemnified Party in connection with the preparation
for or defense of any claim, action, or proceeding, whether or not resulting in
any liability), to which such Indemnified Party may become subject under any
applicable federal or state law or otherwise caused by or arising out of, or
allegedly caused by or arising out of, this Agreement or any transaction covered
by this Agreement or the performance of the services provided for herein;
provided, however, that such party will not be liable hereunder to the extent
that any loss, claim, damage or liability is found in a final non-appealable
judgement by a court to have resulted from gross negligence or bad faith in
performing the services described herein.
The forgoing indemnification shall be applicable only if the Indemnified
Party delivers written notice to the indemnifying party of a claim for
indemnification hereunder within ninety (90) days after the Indemnified Party
obtains knowledge of its right to indemnification hereunder with respect to a
claim. The indemnifying party shall have sixty (60) days following its receipt
of notice hereunder to cure the claim giving rise to indemnification hereunder;
otherwise these indemnification provisions shall survive the termination of this
Agreement.
8. INABILITY TO PERFORM
Consultant and Client shall not be required to perform their respective
obligations under this Agreement, or be liable for their failure to perform or
for delay in performance of their obligations hereunder if such performance is
prevented, hindered, or delayed by reason of any cause beyond the reasonable
control of the other party, including, without limitation, any labor dispute,
personal illness or injury, act of God, or regulation or order of any government
authority. If performance is not possible for thirty (30) consecutive days,
either party can terminate.
<PAGE>
9. TERMINATION
This Agreement shall continue until terminated as provided in Section 11,
unless terminated earlier by either party in the event of the refusal or
inability of the other party to perform hereunder in Section 8, or in the event
of the breach of any obligation under this Agreement by the other party. Such
termination upon breach shall be made by written notice to the other party and
shall become effective ten (10) days after delivery of such notice, provided the
defaulting party has not cured any such default to the satisfaction of the
other party within said ten (10) day period.
10. CONFIDENTIALITY
Client and Consultant will not, unless otherwise required by law, either
during or subsequent to the term of this Agreement, directly or indirectly
disclose or publish to any unauthorized person any information designated in
writing as secret or confidential by Client or by Consultant without the written
consent of the other party; nor will either party disclose to anyone other than
Personnel of one of the parties, or use in any way other than in the course of
the performance of this Agreement, any information not known to the general
public or recognized as standard practice, whether acquired or developed during
performance of this Agreement obtained from either party or obtained prior to
contract.
Neither party shall be obligated by this Section 10 with respect to any
information which is published or becomes publicly available through no fault of
the party receiving such information under this Agreement; or rightfully
received from third parties; is developed independently; or is in their
possession five (5) years after the effective date of this Agreement. Each
party is likely to be exposed to certain business information of the other party
not related to the Services, which is considered by the other party to be
proprietary and confidential, including but not limited to customer, product and
financial information. The parties hereto agree to avoid the unauthorized
dissemination or publication of such proprietary information by using the same
degree of care with regard to such information and the same methods to prevent
the publication thereof as each employs with respect to its own proprietary
information of a similar nature.
Upon termination or expiration of this Agreement, Consultant will return to
Client all material, written or descriptive, including, but not limited to
drawings, program listings, flowcharts, descriptions or other papers or
documents which contain any such confidential information if requested.
The confidentiality obligation imposed hereunder shall survive the
termination of this Agreement.
11. EFFECTIVE DATE
This Agreement shall be effective upon the date first written above and
shall continue in effect for six (6) months thereafter or until terminated by
either party upon giving the other party not less than thirty (30) days prior
written notice or termination; provided, however, Services being provided at
the time of termination shall continue pursuant to the terms of this Agreement
until completed.
<PAGE>
12. MISCELLANEOUS
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) The following Exhibits, annexed hereto, or incorporated herein and are
hereby made a part of this Agreement:
Exhibit A: Services
Exhibit B: Subscription Agreement
(e) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(f) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
13. VALIDITY OF AGREEMENT
If any provisions or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality, and enforceability of
the remaining provision shall not in any way be affected or impaired thereby.
14. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the
State of Ohio.
PARTECH HOLDINGS CORP. BIRCHWOOD CAPITAL ADVISORS
GROUP, INC.
BY: /s/ JOHN E. RAYL, CEO BY: /s/ CHRIS GIORDANO, President
------------------------------- -----------------------------------
Title Title
<PAGE>
EXHIBIT A
SERVICES
Consulting services to be provided by Consultant shall be as follows:
1. Assist and advise from a financial point of view regarding strategic
considerations and objectives of Partech and alternatives to accomplish such
strategic matters;
2. Assist and advise from a financial point of view with respect to the
desirability, feasibility, structure and terms of proposed transactions and
alternatives thereto, and whether proposed or originated by Berkeley or
otherwise, including participating with representatives of Partech in
discussions and negotiations;
3. In the event that Partech shall at some future time consider any merger or
acquisition transactions, Berkeley will assist and advise from a financial
point of view with respect to the feasibility and structure of possible
responses on the part of Partech to any such proposed acquisition or merger
transaction;
4. Such other financial advisory services as may be mutually agreed upon.
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of this registration statement on Form S-8 of our report dated July 28,
1993 on our audit of the consolidated financial statements and financial
statement schedules at April 30, 1993, April 30, 1992 and April 30, 1991 and for
the fiscal years then ended, appearing on page 16 of the Partech Holdings
Corporation Annual Report on Form 10-K for the fiscal year ended April 30, 1993.
/s/ HAUSSER + TAYLOR
Columbus, Ohio
March 17, 1994
