Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDISON CONTROL CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey 22-2716367
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
W60 N151 Cardinal Avenue, Cedarburg, Wisconsin 53012-0326
(Address of Principal Executive (Zip Code)
Offices)
1986 STOCK OPTION PLAN
Jay Hanamann
Treasurer and Chief Financial Officer
Edison Control Corporation
W60 N151 Cardinal Avenue
Cedarburg, Wisconsin 53012-0326
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service:
(414) 377-6565
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
Securities Amount to offering aggregate Amount of
to be be price offering registration
Registered(1) registered per share price fee
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per 200,000
share shares $3.625(1) $725,000 (1) $250.00
<FN>
(1) Estimated only for the purpose of calculating the registration fee.
Such estimates have been computed in accordance with Rule 457(c) and are
based upon the closing sale price reported on NASDAQ on June 26, 1997.
</TABLE>
<PAGE>
PROSPECTUS
200,000 Shares
EDISON CONTROL CORPORATION
COMMON STOCK
(Par Value $.01)
The contents of Form S-8 Registration Statement No. 33-91864 are
incorporated herein by reference. This Prospectus relates to an aggregate
of 200,000 shares of Common Stock, par value of $.01 per share ("Common
Stock") of Edison Control Corporation (the "Company") issuable upon exercise
of an option granted to Ms. Mary E. McCormack, President of the Company,
pursuant to the Company's 1986 Stock Option Plan (the "Plan") which, as
amended to increase the number of shares covered from 150,000 to 350,000,
was approved by shareholders on October 17, 1995. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings set forth in
the Plan. Proceeds from the sale of the shares of Common Stock issued upon
exercise of options shall be added to the general funds of the Company and
shall be available for general corporate purposes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation, other than those contained or incorporated by reference in
this Prospectus in connection with the offer contained in this Prospectus
and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. This Prospectus
shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sales of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any jurisdiction.
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that the information herein
is correct as of any time subsequent to the date hereof.
Shares purchased upon exercise of options may be sold from time to time by
the holder thereof in the over-the-counter market at prices then prevailing.
The date of this Prospectus is July 1, 1997.
<PAGE>
PART II
ITEM 8. EXHIBITS
4(a) Certificate of Incorporation of the Registrant (1).
4(b) By-Laws of the Registrant(1).
5 Opinion of Jay J. Miller, Esq.
23(a) Consent of Ernst & Young LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of Jay J. Miller, Esq. (included in Exhibit 5).
(1) Incorporated by reference from Exhibits to Registration Statement on
Form S-18 (File No. 33-6736-NY), filed on June 24, 1986.
<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 New York, and State of New York,
on the 13th day of June, 1997.
(Registrant) EDISON CONTROL CORPORATION
By /s/ Mary E. McCormack
Mary E. McCormack, President
and 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.
/s/ Robert J. Cooney Director June 13, 1997
Robert J. Cooney
Director June , 1997
John J. Delucca
/s/ William B. Finneran Chairman of June 13, 1997
William B. Finneran the Board and
Director
/s/ Alan J. Kastelic Director June 13, 1997
Alan J. Kastelic
/s/ Mary E. McCormack President, Chief June 13, 1997
Mary E. McCormack Executive Officer
and Director
/s/ Jay J. Miller Director June 13, 1997
Jay J. Miller
/s/ Jay R. Hanamann Secretary, June 13, 1997
Jay R. Hanamann Treasurer and
Chief Financial
Officer
<PAGE>
EXHIBIT 5
July 1, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Edison Control Corporation
Form S-8 Registration Statement
Gentlemen:
I have acted as counsel to Edison Control Corporation, a
New Jersey corporation, (the "Registrant") in connection with
the filing of a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended. I have examined such questions of law and fact
and reviewed such certificates and documents as I have deemed appropriate
and based upon the foregoing, it is my opinion that a sufficient number of
shares of Registrant's authorized but unissued Common Stock, $.01 par
value per share, (the "Stock"), has been reserved for issuance upon
exercise of options granted under said Plan and, when issued and paid for
in accordance with the terms of said options, the Stock shall be
validly issued, fully paid and non-assessable.
The undersigned hereby consents to the use of this opinion in connection
with subject Registration Statement and to the reference to his name under
the caption "Legal Opinions" in the Prospectus forming a part of the
Registration Statement. The undersigned is a Director of Registrant.
Very truly yours,
/s/ Jay J. Miller
Jay J. Miller
EXHIBIT 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1986 Stock Option Plan and
registration of 200,000 shares of its common stock of Edison Control
Corporation of our report dated February 14, 1996, with respect to the
1995 and 1994 financial statements of Edison Control Corporation included
in the Annual Report (Form 10-K) for the year ended January 31, 1997
filed with the Securities and Exchange Commission.
Ernst & Young L.L.P.
/s/ Ernst & Young L.L.P.
MetroPark, New Jersey
July 1, 1997
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Edison Control Corporation 1986 Stock Option Plan on Form S-8 of our
report dated April 7, 1997, incorporated by reference in the Annual Report
on Form 10-K of Edison Control Corporation for the year ended January 31,
1997 and the one-month transition period ended January 31, 1996.
/s/ Deloitte & Touche L.L.P.
Deloitte & Touche L.L.P.
Milwaukee, Wisconsin
July 1, 1997
