AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH __, 1999
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 EQUITY COMPENSATION PLAN
(Full title of the plan)
Anthony P. Peri
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
====================================================================================================================
Proposed
maximum
Amount offering Proposed maximum
Title of securities to be to be price per aggregate offering Amount of
registered registered share (1) price registration fee
- ------------------------- ---------- --------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 200,000 $20.75 $4,150,000 $1,154
par value
- --------------------------------------------------------------------------------------------------------------------
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(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 $20.75 per
share on March 19, 1999.
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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, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1998.
3. The Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 1998.
4. The Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.
5. The Registrant's Current Report on Form 8-K, dated March 8, 1999.
6. 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,
1997 and for each of the years in the three-year period ended December 31, 1997,
included in the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, have been incorporated by reference in the registration
statement in reliance upon the report of KPMG 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 LLP audits
and reports on financial statements of the Registrant issued at future dates,
and consents to
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the 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 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.
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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. 1996 Equity Compensation Plan, as amended -
Incorporated by reference to Exhibit 10 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30,
1998
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG 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 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.
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(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 March 23,1999.
Quipp, Inc.
By: /S/ANTHONY P. PERI
------------------------------
Anthony P. Peri
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony P. Peri and Jeffrey S. Barocas, 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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/S/ANTHONY P. PERI Director, Chief Executive March 23, 1999
- -------------------------------- Officer
Anthony P. Peri
/S/RALPH M. BRANCA Director March 23, 1999
- --------------------------------
Ralph M. Branca
/S/RICHARD H. CAMPBELL Director March 23, 1999
- --------------------------------
Richard H. Campbell
/S/JACK D. FINLEY Director March 23, 1999
- --------------------------------
Jack D. Finley
/S/CRISTINA H. KEPNER
- --------------------------------
Cristina H. Kepner Director March 23, 1999
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/S/LOUIS D. KIPP
- --------------------------------
Louis D. Kipp Director March 23, 1999
/S/WILLIAM L. ROSE Director March 23, 1999
- --------------------------------
William L. Rose
/S/JEFFREY S. BAROCAS Chief Financial Officer March 23, 1999
- -------------------------------- (Principal Financial and
Jeffrey S. Barocas Accounting Officer)
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QUIPP, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NO. EXHIBIT INDEX
----------- -------------
4 Quipp, Inc. 1996 Equity Compensation Plan, as
amended - Incorporated by reference to
Exhibit 10 to the Registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 1998
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG 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)
EXHIBIT 5
March 23, 1999
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. 1996 EQUITY COMPENSATION 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
200,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), issuable under the Quipp, Inc. 1996 Equity Compensation 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.
Based on the foregoing, it is our opinion that the shares of Common Stock
originally issued by the Company to participants 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
EXHIBIT 23.1
KPMG LOGO
One Biscayne Tower
Suite 2800 Telephone 305 358 2300
2 South Biscayne Boulevard Fax 305 913 2692
Miami, FL 33131
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 February 23, 1998, relating to the
consolidated balance sheets of Quipp, Inc. and subsidiary as of December 31,
1997 and 1996, 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, 1997, 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 LLP
Miami, Florida
March 15, 1999
