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. 1995 Non-Employee Director Stock Option 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, 43,050 $5.75 $247,537.50 $73.02
par value shares
$.01 per share
______________________________________________________________________________
(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 average of the high and low
prices of a share of Common Stock of Elcotel, Inc. on the Nasdaq National
Market on February 18, 1998, which was $5.75 per share.
2
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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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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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 em-
ployee 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 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 DGCL.
Item 7. Exemption From Registration Claimed.
Not applicable.
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<PAGE>
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.
(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 pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
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<PAGE>
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 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
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
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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
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<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)
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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)
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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. 1995 Non-Employee
Director Stock Option 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 and 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. 1995 Non-Employee Director Stock Option 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
