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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NYCOR, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-2748564
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(State or other jurisdiction (I.R.S. Employee
of incorporation or organization) Identification No.)
287 Childs Road, Basking Ridge, New Jersey 07920
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(Address Principal Executive Offices) (zip code)
NYCOR, Inc.
STOCK OPTION PLAN III
STOCK OPTION PLAN IV
(Full title of the plan)
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- -
KENT E. HANSEN
VICE PRESIDENT -FINANCE
AND GENERAL COUNSEL
NYCOR, Inc.
287 CHILDS ROAD
BASKING RIDGE, NEW JERSEY 07920
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(Name and address of agent for service)
(908) 953-8200
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(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C>
Title of Securities Amount to be Proposed Maximum
to be Registered to be Registered Offering Price
Price Per Share Per Share
Common Stock,
$1.00 par value 256,250 shares $2.50
Class A Stock,
$1.00 par value 431,250 shares $2.3875
Title of Securities Proposed Maximum Amount of
to be Registered Aggregate Price Registration Fee
Per Share <FN1> <FN2>
Common Stock,
$1.00 par value $ 640,625 $220.91
Class A Stock,
$1.00 par value $1,029,610 $355.04
<FN>
<FN 1> Estimated solely for the purpose of calculating the
registration fee.
<FN 2> Calculated pursuant to Rule 457(h) based on the closing
price on the
NASDAQ system on April 28, 1995.
</FN>
</TABLE>
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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 (Commission File No. 1-9386), are hereby incorporated
by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1994
2. The Company's proxy statement dated March 27, 1995
with respect to its annual meeting of shareholders
held on April 28, 1994.
3. ( i) The Company's Registration Statement on Form
10.
(ii) Certificate of Amendment of Certificate of
Incorporation regarding the Class A Stock,
filed as Exhibit (3)(iii) to the Company's
Annual Report on Form 10-K for 1992.
4. The Company's Form 10-Q for the quarter ended
March 31, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act, prior to the filing of a post-effective amendment to this
registration statement 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 a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the registrant's by-laws included as Annex B
to the Information Statement forming a part of the registrant's
Registration Statement on Form 10, which is incorporated herein
by reference, for information concerning indemnification of
directors and officers. Section 145 of the General Corporation
Law of Delaware permits or requires indemnification of officers
and directors in the event that certain statutory standards of
conduct are met. However, reference is made to Item 9 (d) with
respect to indemnification for liabilities arising under the
Securities Act of 1933 ( "the 1933 Act").
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Under an insurance policy with Continental Insurance Company, the
directors and certain officers of the undersigned registrant and
its subsidiaries are indemnified against certain losses arising
from certain claims which may be made against such persons, by
reason of their being such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
05. Opinion of Kent E. Hansen, Esq. re legality
10. ( i) Stock Option Plan III, filed as Exhibit 10 (iv) to the
Company's Annual Report on Form 10-K for 1989 and
incorporated herein by reference.
(ii) Stock Option Plan IV, filed as Exhibit 10 (v) to the
Company's Annual Report on Form 10-K for 1990 and
incorporated herein by reference.
23. Consents
(a) Ernst & Young LLP
(b) The consent of Kent E. Hansen, Esq. is included in his
opinion at Exhibit (5).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during the 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 1933 Act; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement, provided; however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15 (d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in this Registration
Statement.
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(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
hereof.
(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 the
purpose of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section 13
or 15 (d) of the Exchange Act (and, where applicable each filing
of an employee benefit plan's annual report pursuant to 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) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus to each employee to
whom the Prospectus is sent or given, a copy of the registrant's
latest annual report to stockholders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act, unless such employee otherwise has received a copy of such
report in which case the registrant shall state in the Prospectus
that it will promptly furnish without charge a copy of such
report on written request of the employee, and where interim
financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the Prospectus, to deliver the
latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such financial
information.
(d) Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling
persons of the undersigned registrant pursuant to the foregoing
provisions, or otherwise, the undersigned registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 1933 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 undersigned 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 undersigned 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 1933 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 Basking Ridge, State of New Jersey, on the 12th day of May,
1995.
NYCOR, INC.
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<CAPTION>
<S> <C>
By /s/ Kent E. Hansen
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Vice President-Finance
and General Counsel
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Salvatore Giordano Chairman of the May 12, 1995
Board
/s/ Salvatore Giordano, Jr. Vice Chairman and a May 12, 1995
Director (Principal
Executive Officer)
/s/ Joseph Giordano Director May 12, 1955
/s/ William J. Brennan Director May 12, 1995
/s/ S. A. Muscarnera Director May 12, 1995
/s/ C. A. Keen Director May 12, 1995
/s/ Kent E. Hansen Vice President- May 12, 1955
Finance and General
Counsel (Principal
Financial Officer)
/s/ Edwin Diaz Controller May 12, 1995
(Principal Accounting
Officer)
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