As filed with the Securities and Exchange Commission on February 19, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
ELCOTEL, INC.
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(Exact name of issuer as specified in its charter)
Delaware 59-2518405
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6428 Parkland Drive, Sarasota, Florida 34243
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(Address of principal executive offices)
Technology Service Group, Inc. 1994 Omnibus Stock Plan
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(Full title of the plan)
Ronald M. Tobin
Vice President and Chief Financial Officer
Elcotel, Inc.
6428 Parkland Drive
Sarasota, Florida 34243
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(Name and address of agent for service)
(941) 758-0389
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(Telephone number, including area code, of agent for service)
Copies to:
Larry P. Laubach, Esquire
Schnader, Harrison, Segal & Lewis LLP
Suite 3600
1600 Market Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 751-2360
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______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed
Title of Maximum Proposed
Securities Amount to Offering Maximum
to be be Price Aggregate Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee (2)
- ---------- -------------- ------------- ------------------ ------------
Common Stock, 533,923 $5.75 $1,649,822 $486.70
par value shares
$.01 per share
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(1) Pursuant to Rule 416(a), this Registration Statement also covers any
additional shares of Common Stock which become issuable under the Elcotel,
Inc. 1991 Stock Option Plan as a result of stock splits, stock dividends or
similar transactions.
(2) Calculated solely for the purpose of determining the registration fee in
accordance with Rule 457(h), based upon the weighted average of the actual
prices at which the options issued under the plan may be exercised.
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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 in the
Registration Statement:
(a) The annual report of the Company on Form 10-K for
the year ended March 31, 1997 (as amended by Form 10-K/A,
Amendment No. 1, filed July 2, 1997 and Form 10-K/A, Amendment
No. 2, filed July 10, 1997);
(b) The quarterly reports of the Company on Form 10-Q
for the quarters ended June 30, 1997, September 30, 1997 and
December 31, 1997, and all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31, 1997;
(c) The Description of Securities contained in Item 1
of the Form 8-A dated November 21, 1986, filed with the
Securities and Exchange Commission on November 26, 1986.
In addition, 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, prior to the filing of a post-effective
amendment 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 herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such earlier 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.
Not applicable.
II-2
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") provides that a corporation has the
power to indemnify a director, officer, employee or agent of the
corporation and certain other persons serving at the request of
the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to
which he or she is or is threatened to be made a party by reason
of such position, if such person has 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 corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful; provided that, in the case of
actions brought by or in the right of the corporation, no
indemnification may be made with respect to any matter as to
which such person has been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the
circumstances.
The Company's Bylaws provide that it shall indemnify
its officers and directors to the fullest extent permitted by the
Delaware General Corporation 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.
The Company's Certificate of Incorporation contains a
provision limiting directors' liability under certain circum-
stances, 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 stock-
holders, (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 divi-
dends or stock redemptions), or (iv) for any transaction from
which the director derived an improper personal benefit. Statu-
tory authority for such provision is contained in Section
102(b)(7) of the DGCL.
II-3
<PAGE>
Item 7. Exemption From Registration Claimed.
Not applicable.
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 to:
(1) File, during any period in which offers or
sales are being made, a post-effective amendment to this Regis-
tration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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; and
(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 Registration Statement is on Form S-3 or
Form S-8, and 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 Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
II-4
<PAGE>
(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 Plan.
(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 pur-
suant to section 13(a) or section 15(d) of the Securities Ex-
change 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.
(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 regis-
trant 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 indemnifica-
tion 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 Sarasota,
State of Florida on February 19, 1998.
ELCOTEL, INC.
By:/s/ Tracey L. Gray
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Tracey L. Gray
President and Chief Executive Officer
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.
/s/ Tracey L. Gray President, Chief February 19, 1998
- ---------------------------- Executive Officer and
Tracey L. Gray Director (Principal
Executive Officer)
/s/ C. Shelton James Chairman of the Board February 19, 1998
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C. Shelton James
/s/ Dwight Jasmann Director February 19, 1998
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Dwight Jasmann
/s/Charles H. Moore Director February 19, 1998
- ----------------------------
Charles H. Moore
/s/ Thomas E. Patton Director February 19, 1998
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Thomas E. Patton
/s/ David R. A. Steadman Director February 19, 1998
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David R.A. Steadman
II-5
<PAGE>
/s/ Mark L. Plaumann Director February 19, 1998
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Mark L. Plaumann
/s/ Joseph M. Jacobs Director February 19, 1998
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Joseph M. Jacobs
/s/ Ronald M. Tobin Vice President and Chief February 19, 1998
- ---------------------------- Financial Officer
Ronald M. Tobin (Principal Financial and
Accounting Officer)
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-18, File No.
33-8565)
4.2 By-Laws, as amended (incorporated by reference
to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for year ended March 31,
1987)
5.1 Opinion of Schnader, Harrison, Segal & Lewis LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schnader, Harrison, Segal & Lewis LLP
(included in Exhibit 5.1)
<PAGE>
EXHIBIT 5.1
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[SCHNADER HARRISON SEGAL & LEWIS, LLP LETTERHEAD]
February 19, 1998
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 options granted to
optionees under the Technology Service Group, Inc. 1994 Omnibus
Stock Plan (the "Options").
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 Options 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 5.1 to the Registration Statement and the reference to
our Firm appearing on the cover of the Registration Statement.
Very truly yours,
/s/Schnader, Harrison, Segal & Lewis LLP
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SCHNADER HARRISON SEGAL & LEWIS LLP
EXHIBIT 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Elcotel, Inc. on Form S-8 (related to the Technology
Service Group, Inc. 1994 Omnibus Stock Plan) of our report dated
June 23, 1997, appearing in the Annual Report on Form 10-K of
Elcotel, Inc. for the year ended March 31, 1997.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Tampa, Florida
February 19,1998
