As filed with the Securities and Exchange Commission on September 13, 1995.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
ELCOTEL, INC.
______________________________________________________________________________
(Exact name of issuer as specified in its charter)
Delaware 59-2518405
____________________________________________________________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6428 Parkland Drive, Sarasota, Florida 34243
____________________________________________________________________________
(Address of principal executive offices)
Elcotel, Inc. 1991 Stock Option Plan
____________________________________________________________________________
(Full title of the plan)
Ronald M. Tobin
Chief Financial Officer
Elcotel, Inc.
6428 Parkland Drive
Sarasota, Florida 34243
____________________________________________________________________________
(Name and address of agent for service)
(941) 758-0389
____________________________________________________________________________
(Telephone number, including area code, of agent for service)
Copies to:
Larry P. Laubach, Esquire
Schnader, Harrison, Segal & Lewis
Suite 3600
1600 Market Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 751-2360
<PAGE>
<TABLE>
<CAPTION>
_________________________________________________________________
CALCULATION OF REGISTRATION FEE
=================================================================
Title of
Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Offering Registration
Registered Registered per Share Price Fee
----------- ---------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 350,000 $8.1875 (*) $2,865,625 (*) $988.15 (*)
par value $.01 shares
per share
_______________________________________________________________________________________
<FN>
(*) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the high and low prices of
a share of Common Stock on September 7, 1995, which was $8.1875 per share.
The approximate date of proposed sale to the public will be from time to time
upon exercise of options granted pursuant to the Plan.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein and made a part hereof:
(a) The annual report of the Company on Form 10-KSB for the year
ended March 31, 1995;
(b) The quarterly report of the Company on Form 10-QSB for the
quarter ended June 30, 1995, and all other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant's document referred to in (a) above;
(c) The Description of Securities contained in Item 1 of the
Form 8-A dated November 21, 1986, filed with the Commission on November 26,
1986.
In addition, any and all documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date hereof and prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
As the securities to be offered pursuant to this registration
statement are registered under Section 12 of the Securities Exchange Act of
1934, this item is inapplicable.
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Item 5. Interests of Named Experts and Counsel.
The due issuance of the shares offered hereby has been passed upon
by Schnader, Harrison, Segal & Lewis.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation contains a provision
limiting directors' liability under certain circumstances, which provides that
a director is not personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability to the extent provided by applicable law (i) for any breach of a
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (which deals with willful or negligent payment of unlawful
dividends or stock redemptions), or (iv) for any transaction from which the
director derived an improper personal benefit. Statutory authority for such
provision is contained in Section 102(b)(7) of the Delaware General Corporation
Law.
The Company's Bylaws provide that it shall indemnify its officers
and directors to the fullest extent permitted by the Delaware General Corpor-
ation Law against expenses, judgments, fines and amounts paid in settlement
reasonably incurred by such person in connection with any legal action against
such person by reason of the fact that such person is or was a director,
officer or employee of the Company or served at the request of the Company as
an officer or director of another entity if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to,
the best interests of the Company and with respect to any criminal action,
such person had no reasonable cause to believe his conduct was unlawful.
Statutory authority for such indemnification is contained in Section 145 of
the Delaware General Corporation Law, which is incorporated herein by refer-
ence thereto.
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<PAGE>
Item 7. Exemption From Registration Claimed.
As no restricted securities are to be reoffered or resold pursuant
to this Registration Statement, this item is inapplicable.
Item 8. Exhibits
The exhibits required by Item 601 of Regulation S-K and this item
are included following the Exhibit Index at Page E-1, all of which are
incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any additional or changed material
information on the plan of distribution;
(2) For determining liability under the Securities Act of
1933, treat each post-effective amendment as a new registration statement of
the securities being offered, and the offering of the securities at that time
to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
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<PAGE>
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 (and, where applicable, each filing of the
employee benefit plan's annual report pursuant to section 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.
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 pro-
ceeding) 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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<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 Sarasota, State of Florida on August 31, 1995.
ELCOTEL, INC.
By:/s/ Tracey L. Gray
-------------------
Tracey L. Gray
President,
Chief Operating Officer
and Director
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ C. Shelton James Chairman of the Board, August 31, 1995
------------------------ Chief Executive Officer
C. Shelton James and Director (principal
executive officer)
/s/ Tracey L. Gray President, Chief Oper- August 31, 1995
------------------------ ating Officer and Direc-
Tracey L. Gray tor
/s/ Dwight Jasmann Director August 31, 1995
------------------------
Dwight Jasmann
/s/ Charles A. Moore Director August 31, 1995
------------------------
Charles A. Moore
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/s/ Thomas Earl Patton Director August 31, 1995
------------------------
Thomas Earl Patton
/s/ T. Raymond Suplee Director August 31, 1995
------------------------
T. Raymond Suplee
/s/ Thomas R. Wiltse Director August 31, 1995
------------------------
Thomas R. Wiltse
/s/ Ronald M. Tobin Vice President and Chief August 31, 1995
------------------------ Financial Officer
Ronald M. Tobin (principal financial
officer
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<PAGE>
EXHIBIT INDEX
Number Description Method of Filing
------ ----------- ----------------
5 Opinion of Schnader, Filed herwith on page ___
Harrison, Segal & Lewis of sequentially numbered
copy.
23.1 Consent of Deloitte & Filed herwith on page ___
Touche LLP of sequentially numbered
copy.
23.2 Consent of Schnader, Included in Exhibit 5 above.
Harrison, Segal &
Lewis
E-1
EXHIBIT 5
[SCHNADER, HARRISON, SEGAL & LEWIS LETTERHEAD]
September 13, 1995
Board of Directors
Elcotel, Inc.
6428 Parkland Drive
Sarasota, Florida 34243
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Elcotel, Inc. ("Elcotel") in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933 of a Registration Statement on Form S-8
relating to shares of common stock of Elcotel (the "Shares") covered by the
1991 Stock Option Plan (the "Plan").
As counsel for Elcotel, we have examined such corporate records
and other documents of Elcotel and considered such questions of law as we have
deemed necessary or appropriate for purposes of this opinion. On the basis of
such examination, we are of the opinion that the Shares have been duly
authorized, and when duly issued against payment of the purchase price
therefor pursuant to the Plan and due exercise of the options thereunder, will
be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 to
the Registration Statement and the reference to our Firm in Item 5 of the
Registration Statement under the caption "Interests of Named Experts and
Counsel."
Very truly yours,
/s/ Schnader, Harrison, Segal & Lewis
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SCHNADER HARRISON SEGAL & LEWIS
EXHIBIT 23.2
INDEPENDENT AUDITOR' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Elcotel, Inc. on Form S-8 of our report dated June 2,1995, appearing in the
Annual Report on Form 10-KSB of Elcotel,Inc. For the year ended March 31, 1995.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Tampa, Florida
September 11, 1995
