As filed with the Securities and Exchange Commission on
December 16, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CHARTER POWER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3314599
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(Address of principal executive offices) (Zip code)
CHARTER POWER SYSTEMS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
Mr. Alfred Weber
Charter Power Systems, Inc.
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(215) 619-2700
(Name and address, and telephone number,
including area code, of agent for service)
_________________________________
Copies of all communications to:
Steven L. Kirshenbaum, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
212-969-3000
_________________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
securities Amount to Offering Aggregate Amount of
to be be price per offering Registration
registered registered(1) share(2) price Fee
_______________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $28.50 $14,250,000 $4,318
par value
$.01 per
share
_______________________________________________________________________________
</TABLE>
(1) Represents the maximum number of shares of common stock, par
value $.01 per share ("Common Stock"), as to which awards may
be granted under the Charter Power Systems, Inc. 1996 Stock
Option Plan (the "Plan"). Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended (the "Securities
Act"), there are also being registered such additional
indeterminate number of shares as may be required to cover
possible adjustments under the Plan.
(2) Computed pursuant to Rule 457(h) promulgated under the
Securities Act, based on a price per share of $28.50 (the
average of the high and low sale prices of the Common Stock as
reported on the NASDAQ National Market on December 12, 1996).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Charter Power Systems, Inc., a
Delaware corporation (the "Corporation" or the "Registrant"), are
incorporated herein by reference:
(1) The Corporation's Annual Report on Form 10-K for the
fiscal year ended January 31, 1996, as amended by the
Corporation's Annual Report on Form 10-K/A for the fiscal year
ended January 31, 1996;
(2) The Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1996;
(3) The Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 31, 1996;
(4) The Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 1996;
(5) The Corporation's Current Report on Form 8-K, dated
February 22, 1996, as amended by the Corporation's Current
Report on Form 8-K/A, dated May 7, 1996;
(6) The Corporation's Current Report on Form 8-K, dated
March 27, 1996, as amended by the Corporation's Current Report
on Form 8-K/A, dated May 15, 1996;
(7) The description of the Corporation's Common Stock
contained in the Corporation's Registration Statement filed on
Form 8-A (No. 1-9384) under the Securitites Exchange Act of
1934, as amended (the "Exchange Act").
All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities offered 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
part hereof from the date of filing of such documents. Any
statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for the 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 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. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby has
been passed upon by Proskauer Rose Goetz & Mendelsohn LLP, 1585
Broadway, New York, New York 10036. Glenn M. Feit, a partner of
Proskauer Rose Goetz & Mendelsohn LLP, is a member of the Board of
Directors and is Secretary of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify its directors, officers, employees and
agents against judgments, fines, amounts paid in settlement, and
reasonable costs, expenses and counsel fees paid or incurred in
connection with any proceeding, other than an action by or in the
right of the Corporation, to which such director, officer, employee
or agent or his legal representative may be a party, provided such
director, officer, employee or agent shall have acted in good faith
and shall have reasonably believed (a) in the case of a civil
proceeding, that his conduct was in or not opposed to the best
interests of the Corporation, and (b) in the case of a criminal
proceeding, that he had no reasonable cause to believe his conduct
was unlawful. In connection with an action by or in the right of
the Corporation against a director, officer, employee or agent, the
Corporation has the power to indemnify such director, officer,
employee or agent for reasonable expenses incurred in connection
with such suit (a) if such person acted in good faith and in a
manner he reasonably believed was not opposed to the best interest
of the Corporation and (b) if found liable to the Corporation, only
if ordered by a court of law. Section 145 also provides that such
section is not exclusive of any other indemnification rights
granted by the Corporation to directors, officers, employees or
agents. The Corporation's Restated Certificate of Incorporation
provides that the Corporation shall, to the fullest extent
permitted by law, indemnify all persons who it may indemnify
pursuant thereto.
In addition, the Corporation's Restated Certificate of
Incorporation contains a provision eliminating the liability of a
director to the Corporation or its stockholders for breach of
fiduciary duty as a director, other than liability (i) for breach
of the director's duty of loyalty to the Corporation or its
stockholder, (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, (iv) for
any transaction from which the director derived an improper
personal benefit or (v) for any act or omission occurring prior to
December 29, 1986.
The Corporation's By-Laws provide that the Corporation shall,
to the fullest extent permitted by law, indemnify any person, the
heirs, executors or administrators of such person, who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (brought by or in
the right of the Corporation or otherwise), whether civil,
criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person or such heirs, executors or
administrators in confection with such action, suit or proceeding.
In addition, the Corporation may, in the discretion of the Board of
Directors, pay expenses incurred in defending any actin, suit or
proceeding in advance of the final disposition of such action, suit
or proceeding. The Corporation may also purchase or maintain
insurance on behalf of any person described in the foregoing
section of the By-laws against any liability asserted against him,
whether or not the Corporation would have the power to indemnify
him against such liability by law. Furthermore, the By-laws
provide that the indemnification provided for therein shall not be
deemed exclusive of any other rights to indemnification to which
those seeking indemnification may be entitled under any By-law,
agreement vote of stockholders or disinterested directors or
otherwise.
The Corporation maintains directors and officers liability
insurance policies, insuring, with certain exceptions and
conditions, the Corporation's directors and officers in their
capacity as such against liability with respect to certain
specified proceedings. In addition to covering directors and
officers of the Corporation, the policies also insure the
Corporation against amounts paid by it to indemnify directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the
Corporation (incorporated by reference to
Exhibit 3.1 to the Corporation's Registration
Statement on Form S-1 (No. 33-10889))
4.2 Bylaws of the Corporation (incorporated by
reference to Exhibit 3.2 to the Corporation's
Annual Report on Form 10-K for the year ended
January 31, 1996)
5 Opinion of Proskauer Rose Goetz & Mendelsohn
LLP
10.1 Charter Power Systems, Inc. 1996 Stock Option
Plan (incorporated by reference to Exhibit
10.1 to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1996)
23.1 Consent of Independent Accountants
23.2 Consent of Proskauer Rose Goetz & Mendelsohn
LLP (included in Exhibit 5)
24 Powers of Attorney (included on Page II-5)
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; (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 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 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 the 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Blue Bell, State of Pennsylvania, on December 16, 1996.
CHARTER POWER SYSTEMS, INC.
By:/s/ Alfred Weber
Name: Alfred Weber
Title: Chief Executive
Officer and
President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Alfred Weber and
Stephen E. Markert, Jr., or either of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, without the other, for him and in his name,
place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Charter Power Systems, Inc., and any or
all amendments (including post-effective amendments) thereto,
relating to the registration, under the Securities Act of 1933, as
amended, of shares of Common Stock of the Corporation to be issued
pursuant to the Corporation's 1996 Stock Option Plan, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, 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 full 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 either of them, 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, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ Alfred Weber Director, Chief Executive December 16,
Alfred Weber Officer and President 1996
(Principal Executive Officer)
/s/Stephen E. Markert,Jr. Vice President-Finance December 16,
Stephen E. Markert,Jr. and Treasurer (Principal 1996
Financial Officer and
Principal Accounting Officer)
/s/ Glenn M. Feit Director December 16,
Glenn M. Feit 1996
/s/ William Harral, III Director December 16,
William Harral, III 1996
/s/ Warren A. Law Director December 16,
Warren A. Law 1996
/s/ Alan G. Lutz Director December 16,
Alan G. Lutz 1996
/s/ John A. H. Slober Director December 16,
John A. H. Shober 1996
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
4.1 Restated Certificate of Incorporation incorporated by
reference to
Exhibit 3.1 to
the
Corporation's
Registration
Statement on
Form S-1
(Registration
No. 33-10889)
4.2 Bylaws of the Corporation incorporated by
reference to
Exhibit 3.2 to
the
Corporation's
Annual Report
on Form 10-K
for the year
ended January
31, 1996
5 Opinion of Proskauer Rose Goetz
& Mendelsohn LLP filed herewith
10.1 Charter Power Systems, Inc. 1996 Stock
Option Plan incorporated by
reference to
Exhibit 10.1 to
the
Corporation's
Quarterly
Report on Form
10-Q for the
quarter ended
July 31, 1996
23.1 Consent of Independent Accountants filed herewith
23.2 Consent of Proskauer Rose Goetz &
Mendelsohn LLP included in
Exhibit 5
24 Powers of Attorney included on
Page II-5
EXHIBIT 5
December 16, 1996
The Board of Directors
Charter Power Systems, Inc.
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
Ladies and Gentlemen:
We have acted as counsel to Charter Power Systems, Inc. (the
"Company") in connection with the Registration Statement on Form S-
8 (together with the exhibits thereto, the "Registration
Statement") filed by the Company under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder,
relating to the registration of 500,000 shares (the "Shares") of
common stock, par value $.01 per share, of the Company. The Shares
are to be issued by the Company upon exercise of certain stock
options (the "Options") granted and to be granted to certain
employees of the Company and its subsidiaries pursuant to the
Company's 1996 Stock Option Plan.
As such counsel, we have reviewed the corporate proceedings in
connection with the adoption of the Plan. We have also examined
and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all such corporate records,
documents, agreements and instruments relating to the Company, and
certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have
discussed with representatives of the Company and such other
persons such questions of fact, as we have deemed proper or
necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion
that the Shares will be, when issued upon due exercise of options
granted under the Plan in accordance with the provisions of the
Plan and in accordance with stock option agreements entered into in
accordance with the provisions of the Plan (including payment of
the option exercise price provided for therein), legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. In giving the foregoing consent, we
do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ PROSKAUER ROSE GOETZ
& MENDELSOHN LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Charter Power Systems, Inc. on Form S-8 (File No.
33- ) of our report dated March 22, 1996, on our audits of the
consolidated financial statements of Charter Power Systems, Inc.
as of January 31, 1996 and 1995, and for the years ended January
31, 1996, 1995 and 1994. We also consent to the reference to our
firm under the caption "Experts."
/s/ COOPERS & LYBRAND LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 16, 1996
