As filed with the Securities and Exchange Commission on September 24, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
STRATEGIA CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of
incorporation or organization)
61-1064606
(I.R.S. Employer Identification No.)
10301 Linn Station Road, P. O. Box 37144
Louisville, Kentucky 40233-7144
(502) 426-3434
(Address of principal executive offices)
1988 Stock Option Plan
(Full title of the plans)
_______________________
Richard W. Smith Copy to:
10301 Linn Station Road Alan K. MacDonald
P. O. Box 37144 Brown, Todd & Heyburn PLLC
Louisville, Kentucky 40233-7144 3200 Providian Center
(502) 426-3434 Louisville, Kentucky 40202-3363
(Name and address of agent for service) (502) 589-5400
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Amount to be Proposed Proposed Amount of
securities registered maximum maximum registration
to be offering aggregate fee(1)
registered price per offering
share(1) price(1)
Common Stock, no 466,681 $14.00 $6,533,534 $1,980.00
par value shares(2)
_______________________________________________________________________________
(1) Estimated and calculated pursuant to Rule 457(c) and
(h)(l), solely for the basis of calculating the registration fee,
based on the average of the high and low prices for the Common
Stock as of September 19, 1997.
(2) Plus such indeterminate number of additional shares of
Common Stock as may be issuable to avoid dilution upon the
occurrence of certain events specified in the plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Strategia Corporation (the
"Company") with the Commission under the Securities Exchange Act of
1934 are incorporated in this Prospectus by reference:
(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, as amended by Form 10-KSB/A filed April 30,
1997;
(b) Quarterly Reports on Form 10-QSB for the quarters ended
March 31 and June 30, 1997; and
(c) The description of the Company's Common Stock contained
in Form 8-A12B filed July 24, 1997, registering the Corporation's
common stock under Section 12(b) of the Exchange Act.
All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the
Registration Statement shall be deemed to be incorporated by
reference into and made a part of this Registration Statement from
the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
into this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement,
or in a document subsequently filed, modifies or supersedes such
statement. Any 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.
The class of securities offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company's bylaws require the Company to indemnify its
directors, officers, employees, and agents to the fullest extent
permitted by Kentucky law. Under Kentucky law, a director, officer,
employee, or agent may be indemnified for judgments, penalties,
fines, settlements, and reasonable expenses incurred by that person
in connection with that person's official capacity with the
corporation. Indemnification against reasonable legal expenses in
such a proceeding is mandatory when the person is wholly successful
in the defense of the proceeding. However, under no circumstances
may a person be indemnified for any actions taken in bad faith.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
3.1 Amended and Restated Articles of Incorporation are
incorporated by reference to Exhibits 3.1 and 4.1 to
Quarterly Report on 10-QSB for the quarter ended June 30,
1996.
3.2 By-Laws are incorporated by reference to Exhibit 3.2 to
Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1995.
5 Opinion of Brown, Todd & Heyburn PLLC.
23.1 Consent of Brown, Todd & Heyburn PLLC is contained in
their opinion filed as Exhibit 5 hereto.
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney is contained in the Signature Page to
this Registration Statement.
99 1988 Stock Option Plan is incorporated by reference to
Exhibit 10.8 to the 1994 10-KSB.
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;
(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 (and,
where applicable each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities 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.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Corporation 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 Louisville, State of Kentucky, on this 27th day of August, 1997.
STRATEGIA CORPORATION
By /s/ Richard W. Smith
Richard W. Smith, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard W. Smith
and James P. Buren, 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 all exhibits
thereto, and other documents in connection therewith, with
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 that said attorneys-in-fact and agents, or
their 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 by the following
persons in the capacities and on the dates indicated below.
Signature Title Date
/s/ Richard W. Smith President August 27, 1997
Richard W. Smith (Principal Executive
Officer)
(Principal Financial
Officer)
(Principal Accounting
Officer)
/s/James P. Buren Executive Vice President August 27, 1997
James P. Buren Technology,
Treasurer, and
Director
/s/John P. Snyder Secretary and Director August 27, 1997
John P. Snyder
/s/John A. Brenzel Director August 27, 1997
John A. Brenzel
EXHIBIT INDEX
Exhibit
No. Description
3.1 Amended and Restated Articles of Incorporation are
incorporated by reference to Exhibits 3.1 and 4.1 to
Quarterly Report on 10-QSB for the quarter ended June 30,
1996.
3.2 By-Laws are incorporated by reference to Exhibit 3.2 to
Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1995.
5 Opinion of Brown, Todd & Heyburn PLLC.
23.1 Consent of Brown, Todd & Heyburn PLLC is contained in
their opinion filed as Exhibit 5 hereto.
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney is contained in the Signature Page to
this Registration Statement.
99 1988 Stock Option Plan is incorporated by reference to
Exhibit 10.8 to the 1994 10-KSB.
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, KY 40202-3363
September 23, 1997
Board of Directors
Strategia Corporation
10301 Linn Station Road
P.O. Box 37144
Louisville, Kentucky 40233-7144
Re: 1988 Stock Option Plan--
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Strategia Corporation, a Kentucky
corporation (the "Company"), in connection with certain matters
related to the Company's 1988 Stock Option Plan (the "Option
Plan"). The Option Plan provides for grants of nonqualified stock
options for shares of the Company's common stock ("Common Stock")
from time to time upon and subject to the specific terms and
conditions set forth in the Option Plan. The number of shares
issuable upon the exercise of options granted under the Option Plan
is equal to ten percent of the total number of shares of Common
Stock outstanding from time to time, subject to adjustment upon the
occurrence of certain events specified in the Option Plan. Options
for up to 85% of the total shares available under the Option Plan
may be granted to employees of the Company, and options for up to
15% of the available shares may be granted to nonemployee directors
of the Company pursuant to a formula set forth in the Option Plan.
A registration statement under the Securities Act of 1933, as
amended (the "Registration Statement"), with respect to 466,681
shares of Common Stock that may be issued pursuant to the Option
Plan, plus such indeterminate number of additional shares of Common
Stock as may be issuable under the Option Plan to avoid dilution
upon the occurrence of certain events specified therein, is
expected to be filed with the Securities and Exchange Commission on
or about September 23, 1997.
We have examined and relied upon originals or copies,
certified to our satisfaction, of such corporate records,
documents, orders, certificates, statements of governmental
officials and corporate officers and representatives, and other
instruments as we have deemed relevant and necessary as the basis
for our opinion.
We are rendering this opinion as of the time the Registration
Statement becomes effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended. Based upon and subject to the
foregoing, we are of the opinion that the shares of Common Stock
issuable under the Option Plan have been duly and validly
authorized for issuance under the Option Plan, and when the shares
are issued, delivered and paid for in accordance with the terms of
the Option Plan, they will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
BROWN, TODD & HEYBURN PLLC
By: /s/ Alan K. MacDonald
Alan K. MacDonald, Member
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 for the registration of 466,681 shares of
common stock of Strategia Corporation pertaining to the Strategia
Corporation 1988 Stock Option Plan as amended and restated as of
March 3, 1989 of our report dated March 27, 1997, with respect to
the consolidated financial statements of Strategia Corporation
included in its Annual Report (Form 10-KSB) for the year ended
December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
September 9, 1997
