Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
QUIPP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2306191
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 N.W. 157th Street
Miami, Florida 33014-6434
(Address of Principal Executive Offices) (Zip Code)
Quipp, Inc. 1996 Directors Fee Purchase Plan
(Full title of the plan)
Ralph M. Branca
President and Chief Executive Officer
Quipp, Inc.
4800 N.W. 157th Street
Miami, Florida 33014-6434
(Name and address of agent for service)
(305) 623-8700
(Telephone number, including area code, of agent for service)
Copies to:
Alan Singer, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price fee
<S> <C> <C> <C> <C>
Common Stock, $.01 15,000 $10.1875 $152,812.50 $46.31
par value
<FN>
(1) Calculated pursuant to Rule 457(h) under the Securities
Act of 1933, based upon the average of the high and low
prices of the Company's Common Stock, as reported on the
Nasdaq National Market, of $10.1875 per share on December
3, 1996.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Quipp, Inc. (the
"Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 are incorporated
in this registration statement by reference:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. The Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1996.
3. The Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
4. The Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 1996
5. The description of the Registrant's shares of Common
Stock, $.01 par value (the "Common Stock"), contained in the
Registration Statement on Form 8-A, filed by the Company with
the Securities and Exchange Commission on August 6, 1986 to
register such securities under the Securities Exchange Act of
1934.
All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 after the date of this registration statement and prior to
the filing of 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. Any statement
contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Experts
The consolidated financial statements of the Registrant as
of December 31, 1995 and for each of the years in the three-year
period ended December 31, 1995, included in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, have been incorporated by reference in the
registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. To the extent that
KPMG Peat Marwick LLP audits and reports on financial statements
of the Registrant issued at future dates, and consents to the
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use of their report thereon, such financial statements also will
be incorporated by reference in the registration statement in
reliance upon their report and said authority.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act
empowers a corporation, subject to certain limitations, to
indemnify any person who was or is a party to any proceeding by
reason of the fact that he or she was or is a director, officer,
employee or agent of the corporation, against liability and
expenses actually and reasonably incurred by him or her in
connection with such proceeding, including any appeal thereof,
if such party acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to a criminal action or
proceeding, had no reasonable cause to believe his or her
conduct to have been unlawful.
Article VII of the Registrant's Bylaws provides for
indemnification to present and past directors and officers of
the Registrant against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred as a result
of such person's being a party to, or threatened to be made a
party to (which shall include the giving of testimony or
similar involvement), any threatened, pending or completed
action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant as a director, officer,
employee or agent of another enterprise, if he or she acted in
good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Registrant, and,
with respect to any action or criminal proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
Notwithstanding the foregoing, such indemnification will not be
available in an action by or in right of the Registrant to
procure a judgment in its favor if such person has been adjudged
to be liable to the Registrant unless and only to the extent
that the court in which such proceeding was brought or any other
court of competent jurisdiction shall determine upon application
that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such
court shall deem proper. Article VII further permits the
Registrant to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of
the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another
enterprise against liability asserted against him or her and
incurred by him or her in such capacity or arising out of his or
her status as such, whether or not the Registrant would have the
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power to indemnify such person against such liability under the
provisions of Article VII.
Article VII further provides that the indemnification rights
provided under that Article shall be in addition to the
indemnification right provided pursuant to the Florida Business
Corporation Act, and shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be
entitled.
The Registrant has purchased a Directors and Officers
indemnity insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
4 Quipp, Inc. Directors Fee Purchase Plan
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5)
25 Power of Attorney (contained on signature page of
this Registration Statement)
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;
(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)(l)(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 by the Registrant pursuant to Section 13
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or 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 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 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.
(h) 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 AND POWER OF ATTORNEY
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
Miami, Florida on December 3, 1996.
Quipp, Inc.
By: /s/ Ralph M. Branca
Ralph M. Branca
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ralph M.
Branca, Jack D. Finley and Louis D. Kipp and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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.
Signature Title Date
/s/ Ralph M. Branca Director; Chief December 3, 1996
Ralph M. Branca Executive Officer
/s/ Richard H. Campbell Director December 3, 1996
Richard H. Campbell
/s/ Jack D. Finley Director December 3, 1996
Jack D. Finley
/s/ Cristina H. Kepner Director December 3, 1996
Cristina H. Kepner
/s/ Louis D. Kipp Director December 3, 1996
Louis D. Kipp
/s/ William L. Rose Director December 3, 1996
William L. Rose
/s/ Jeffrey S. Barocas Chief Financial December 3, 1996
Jeffrey S. Barocas Officer (Principal
Financial and
Accounting Officer)
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QUIPP, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
4 Quipp, Inc. Directors Fee Purchase Plan
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(contained in Exhibit 5)
25 Power of Attorney (contained on signature page
of this Registration Statement)
8 <PAGE>
EXHIBIT 4
QUIPP, INC.
DIRECTORS FEE PURCHASE PLAN
The purpose of the Quipp, Inc. Directors Fee Purchase Plan
(the "Plan") is to provide members of the Board of Directors of
Quipp, Inc. (the "Company") and its wholly-owned subsidiary,
Quipp Systems, Inc. ("Quipp Systems"), with the opportunity to
apply their fees for serving as members of the Board of
Directors of the Company or Quipp Systems to the purchase of
Common Stock of the Company, $.01 par value. The Plan shall be
effective as of the later of August 15, 1996 and the date on
which a registration statement relating to Company Stock (as
defined below) issuable under the Plan has been filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, and has become effective.
I. DEFINITIONS
As used in this Plan, the following terms shall have the
meanings set forth below:
A. Board. The Board of Directors of the Company.
B. Company Stock. Shares of common stock, $.01 par
value, of the Company.
C. Director. A member of the Board or the Board of
Directors of Quipp, Inc. or Quipp Systems, Inc.
D. Fair Market Value. If the Company Stock is traded in
a public market, then the Fair Market Value per share shall be
determined as follows: (x) if the principal trading market for
the Company Stock is a national securities exchange or the
Nasdaq National Market, the last reported sale price thereof on
the relevant date or, if there were no trades on that date, the
latest preceding date upon which a sale was reported, or (y) if
the Company Stock is not principally traded on such exchange or
market, the mean between the last reported "bid" and "asked"
prices of Company Stock on the relevant date, as reported on
Nasdaq or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Board determines.
If the Company Stock is not traded in a public market or subject
to reported transactions or "bid" or "ask" quotations as set
forth above, the Fair Market Value per share shall be as
determined by the Board.
E. Fees. The compensation paid by the Company to the
Director for serving as a member of the Board or the Board of
Directors of Quipp Systems, attending regular and special
meetings of the Board or the Board of Directors of Quipp
Systems, and serving on committees established by the Board or
the Board of Directors of Quipp Systems from time to time.
II. ELECTION TO APPLY FEES TO PURCHASE OF COMPANY STOCK
A. A Director may elect no later than December 31 of any
calendar year to apply to the purchase of Company Stock all or
any portion of the Fees that the Director may be entitled to
receive in the calendar year immediately following such December
31. A Director may elect, prior to September 30, 1996, to have
the portion of the Fees payable in 1996 relating to the period
after the later of the effective date of this Plan and the date
of such election applied to the purchase of Company Stock.
Notwithstanding the foregoing, no election to apply Fees to the
purchase of Company Stock may be made until a registration
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statement relating to shares issuable under the Plan has been
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and has become effective.
B. A Director may modify an election prospectively by
making a new election on or before December 31 of the year
preceding the year as of which the new election is to be
effective.
C. Each election shall state the amount to be applied in
dollars or as a percentage of the Fees. Elections shall be made
annually on a form prescribed by the Company substantively
equivalent to the form attached hereto as Exhibit A; provided,
however, that if no such annual election is made in any year,
the most recent election shall remain in effect for that year
and all succeeding years until a new annual election is made.
D. If a Director elects to apply Fees to the purchase of
Company Stock, on each date on which deferred Fees would
otherwise have been paid, the Director shall be entitled to
receive that number of shares of Company Stock equal to the
quotient of the applied Fees divided by the Fair Market Value of
a share of Company Stock on that date. The Company shall
deliver to the Director the shares of Company Stock purchased
through the application of Fees as promptly thereafter as is
practicable.
E. No fractional shares of Company Stock shall be issued.
A director shall receive, in lieu thereof, an amount in cash
determined by multiplying the applicable fraction by the Fair
Market Value of a share of Company Stock on the date the applied
Fees would otherwise have been paid.
III. NO ASSIGNMENT OR ANTICIPATION
The Director shall not have any right to commute, sell,
assign, transfer or otherwise convey the right to apply Fees
hereunder. All the rights hereunder are expressly declared to
be nonassignable and nontransferable, and any attempt to assign
or transfer such rights shall be null and void. Nothing in this
Section III shall prohibit the transfer of shares of Company
Stock issuable pursuant to this Plan after such shares have been
issued in accordance with this Plan.
IV. PLAN AMENDMENTS AND TERMINATION
The Plan may be amended or terminated by the Board at any
time for any reason.
V. SHARES ISSUABLE PURSUANT TO THE PLAN
Up to 15,000 shares of Company Stock may be issued
pursuant to the Plan, subject to appropriate adjustment, as
determined by the Board of Directors, in the event of a stock
dividend, stock split, recapitalization, combination of shares
or similar event. In the event that, with respect to a date on
which Fees otherwise would have been paid, sufficient shares are
not available for issuance, all remaining shares shall be
distributed pro rata to the Directors, in proportion to the
amount of Fees of each Director designated to be applied to the
purchase of Company Stock.
VI. GOVERNING LAW
The validity, construction, interpretation and effect of
the Plan shall exclusively be governed by and determined in
accordance with the law of the State of Florida.
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Exhibit A
____________, 19__
Quipp, Inc.
4800 N.W. 157th Street
Miami, FL 33014-3464
Re: Notice of Election to Apply Director's Fees
to Purchase of Company Stock
Gentlemen:
This letter shall constitute the notice of my election, as required
under the Quipp, Inc. Directors Fee Purchase Plan (the "Plan"), to apply
all or a portion of the Fees, as defined in the Plan, that I may be entitled
to receive as a member of the Board of Directors of Quipp, Inc. or Quipp
Systems, Inc. to the purchase of Common Stock, $.01 par value, of Quipp,
Inc. I have received a copy of the Plan, and I agree to its terms. All
capitalized terms have the meanings given those terms in the Plan.
A. I hereby elect, under Section II of the Plan, to defer
the amount of Fees specified below:
Percent
1. ( ) All Fees 100
2. ( ) Other (indicate percent-
age of total Fees
or dollar amount to be
deferred) _________
This election shall be effective for the calendar year _________, and shall
remain in effect for each succeeding calendar year unless revoked or modi-
fied by me on or before a December 31 prior to a succeeding calendar year.
B. If applicable, this election shall revoke any previous
election made by me, effective upon the beginning of the calendar
year specified in paragraph A above.
Please acknowledge receipt of this election letter on the
enclosed copy and return the copy to me.
Very truly yours,
_____________________________
Director
____________________
Date
Copy received on ______________, 19 ___
Quipp, Inc.
By_____________________________________
_______________________________________
Print Name and Title
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EXHIBIT 5
2000 One Logan Square Morgan, Lewis
&Bockius LLP
Philadelphia, PA 19103-6993 COUNSELORS AT LAW
215-963-5000
FAX: 215-963-5299
Alan Singer
215-963-5224
December 3, 1996
Quipp, Inc.
4800 N.W. 157th Street
Miami, FL 33014-6434
Re: Quipp, Inc.
Registration Statement on Form S-8 Relating to
the Quipp, Inc. Directors Fee Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to Quipp, Inc., a Florida corporation
(the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act"), relating to 15,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issuable under
the Quipp, Inc. Directors Fee Purchase Plan (the "Plan"). We
have examined such certificates, records, statutes and other
documents as we have deemed relevant in rendering this opinion.
As to matters of fact, we have relied on representations of
officers of the Company. In our examination, we have assumed
the genuineness of documents submitted to us as originals and
the conformity with the original of all documents submitted to
us as copies thereof.
Philadelphia Washington New York Los Angeles Miami
Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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Based on the foregoing, it is our opinion that the shares of
Common Stock issuable under the Plan will be, when issued in
accordance with the terms of the Plan, validly issued, fully
paid and nonassessable shares of Common Stock.
The opinion set forth above is limited to the Florida Business
Corporation Act.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not
thereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the
rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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EXHIBIT 23.1
The Board of Directors
Quipp, Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Quipp, Inc. of our report dated March
8, 1996, relating to the consolidated balance sheets of Quipp,
Inc. and subsidiary as of December 31, 1995 and 1994, and the
related consolidated statements of operation, shareholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 1995, which report appears in the Form
10-K of Quipp, Inc. We also consent to the reference to our
firm under the heading "Experts" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
Miami, Florida
December 2, 1996
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