Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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EDISON CONTROL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2716367
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Maritime Drive
P.O. Box 308
Port Washington, Wisconsin 53074-0308
(Address of principal executive offices) (Zip Code)
Edison Control Corporation 1999 Equity Incentive Plan
(Full title of the plan)
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Jay R. Hanamann Copy to:
Secretary, Treasurer and Chief
Financial Officer Steven R. Barth
Edison Control Corporation Foley & Lardner
777 Maritime Drive 777 East Wisconsin Avenue
Port Washington, Wisconsin 53074-0308 Milwaukee, Wisconsin 53202
(414) 268-6800 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered (1) Per Share Price Registration Fee
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Common Stock, 200,000 shares $6.00 (2) $1,200,000 (2) $333.60 (2)
$.01 par value
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(1) Pursuant to Rule 416(a) under the Securities Act 1933, this Registration
Statement also covers an indeterminate number of additional shares of
Common Stock that may become issuable as a result of stock splits, stock
dividends, or similar transactions pursuant to antidilution provisions of
the Equity Incentive Plan.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee based on
the average of the high and low prices for Edison Control Corporation
Common Stock on the Nasdaq National Market on September 22, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Edison Control
Corporation (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed on April 21, 1999.
2. All other reports filed since January 31, 1999 by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended.
3. The description of the Company's Common Stock par value $.01 per
share, contained in a registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration Statement
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 Registration Statement and to be a part hereof
from the date of filing of such documents.
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.
Pursuant to the New Jersey Business Corporation Act, the Registrant has
the power to indemnify certain persons, including its officers and directors,
under stated circumstances and subject to certain limitations in connection with
services performed in good faith for the Registrant.
Under the Registrant's By-Laws, any person made or threatened to be
made a party to any civil or criminal action or proceeding by reason of the fact
that he or his testator or intestate is or was a director or officer of the
Registrant, or served any other corporation or entity of any type or kind
domestic or foreign, in any capacity, at the request of the Registrant, shall be
indemnified against judgments, fines, amounts paid in settlement and other
liabilities and expenses, to the fullest permitted by law.
The indemnification provided in the New Jersey Business Corporation Act
is not exclusive of any other rights to which a director or officer may be
entitled, whether contained in the certificate of incorporation or by-laws or,
when authorized by the certificate or incorporation, or the by-laws, a
stockholders' or directors' resolution or an indemnification agreement, except
that no indemnification may be made in any case if a judgment or other final
adjudication adverse to the director or officer establishes that his acts were
committed in bad faith material to the cause of action so adjudicated, or that
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(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
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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)(1)(i) and (a)(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 with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, 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.
(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 Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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.
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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 Port Washington, State of Wisconsin, on this 22nd day
of September, 1999.
EDISON CONTROL CORPORATION
By: /s/Alan J. Kastelic
Alan J. Kastelic
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of September 22, 1999, by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Alan J. Kastelic and Jay R. Hanamann, and
each of them individually, his or her attorneys-in-fact and agent, with full
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 and all amendments
(including post-effective amendments) to the Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
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/s/Alan J. Kastelic /s/John J. Delucca
Alan J. Kastelic John J. Delucca, Director
President, Chief Executive Officer and Director
(principal executive officer)
/s/Jay R. Hanamann /s/Norman Eig
Jay R. Hanamann Norman Eig, Director
Secretary, Treasurer and Chief Financial Officer
(principal financial and accounting officer)
/s/William B. Finneran /s/Mary E. McCormack
William B. Finneran Mary E. McCormack, Director
Chairman of the Board and Director
/s/Robert L. Cooney /s/William C. Scott
Robert L. Cooney, Director William C. Scott, Director
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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(4.1) Edison Control Corporation 1999 Equity Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Company's
Form 10-K for the fiscal year ended January 31, 1999, filed on
April 21, 1999 (File No. 0-14812)).
(4.2) Master Credit Agreement dated June 21, 1996 between
Construction Forms, Inc., CF Ultratech, Inc., CF Gilco, Inc.,
and LaSalle National Bank (incorporated by reference to
Exhibit 4.1 to the Company's Form 8-K dated July 8, 1996 (File
No. 0-14812)).
(4.3) Amendment No. 1 to Master Credit Agreement dated April 30,
1999, between Construction Forms, Inc. and LaSalle National
Bank (incorporated by reference to Exhibit 4 to the Company's
Form 10-Q for the quarter ended April 30, 1999, filed June 3,
1999 (File No. 0-14812)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Deloitte & Touche LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)).
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FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
September 22, 1999
Edison Control Corporation
777 Maritime Drive
P.O. Box 308
Port Washington, Wisconsin 53074-0308
Ladies and Gentlemen:
We have acted as counsel for Edison Control Corporation, a New Jersey
corporation (the "Company"), in conjunction with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 200,000 shares of the Company's
common stock, $.01 par value (the "Common Stock"), which may be issued pursuant
to the Edison Control Corporation 1999 Equity Incentive Plan (the "Plan").
We have examined: (i) the Plan; (ii) the Registration Statement; (iii)
the Company's Certificate of Incorporation and By-laws; (iv) resolutions of the
Company's Board of Directors relating to the Plan; and (v) such other documents
and records as we have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of New Jersey.
2. The Common Stock, when issued and paid for in the manner set forth
in the Plan, will be validly issued, fully paid and nonassessable and no
personal liability will attach to the ownership thereof.
Our opinions expressed herein are limited to the laws of the State of
Wisconsin and the laws of the United States of America and in rendering such
opinions we have assumed with your permission, and without any independent
investigation, that the substantive laws of
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FOLEY & LARDNER
Edison Control Corporation
September 22, 1999
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any other jurisdiction that might be applicable are identical in all relevant
respects to the substantive laws of the State of Wisconsin.
We consent to the use of this opinion as an Exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Yours truly yours,
/s/Foley & Lardner
FOLEY & LARDNER
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Edison Control Corporation on Form S-8 of the Edison Control Corporation 1999
Equity Incentive Plan of our report dated March 26, 1999, incorporated by
reference in the Annual Report on Form 10-K of Edison Control Corporation for
the year ended January 31, 1999.
/s/ Deloitte & Touche LLP
September 20, 1999
Milwaukee, Wisconsin
