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Registration No. ________
As filed with the Securities and Exchange Commission on July 1, 1996
================================================================================
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REXWORKS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1406918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
445 West Oklahoma Avenue
Milwaukee, Wisconsin 53207
(Address of Principal Executive Offices) (ZIP Code)
-------------------------
REXWORKS INC.
1996 OUTSIDE DIRECTORS FEE PLAN
(Full title of the plan)
_________________________
Copy to:
MICHAEL HADJINIAN JAMES M. BEDORE, ESQ.
President, Reinhart, Boerner, Van Deuren,
Chief Executive Officer Norris & Rieselbach, s.c.
REXWORKS INC. 1000 North Water Street
445 West Oklahoma Avenue Milwaukee, Wisconsin 53202
Milwaukee, Wisconsin 53207
(Name and address of agent for service)
414-747-7200
(Telephone number, including area code, of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share Price (1) Fee
- ------------------- ------------- -------------- --------- ------------
Common Stock,
$.01 par value 10,000 shares $3.0625(1) $30,625 $100
===============================================================================
(1) Pursuant to Rule 457(h), estimated solely for the purpose of
computing the registration fee, based upon $3.0625 per share, which is
the average of the high and low sales prices of the Registrant's Common
Stock on June 26, 1996, as reported on the Nasdaq Stock Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Rexworks Inc., a Delaware corporation
(the "Registrant") (Commission File No. 0-15836), with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 or 15 of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated May 7, 1987, and
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently fled 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3 above.
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 Delaware Business Corporation Law, as amended, grants
the Registrant broad powers to indemnify any person in connection with legal
proceedings brought against him by reason of his present or past status as an
officer or director of the Registrant, provided that the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. This
statute also gives the Registrant broad power to indemnify any such person
against expenses in connection with any action by or in the right of the
Registrant provided the person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant except that no indemnification may be made if such person is
adjudged to be liable to the Registrant unless and only to the extent the court
in which such action was brought determines upon application that, despite such
adjudication, but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to such indemnity as the court deems proper. In
addition, to the extent that any such person is successful in the defense of
any such legal proceeding, the Registrant is required by statute to indemnify
him against expenses, including attorneys' fees, that are actually and
reasonably incurred by him in connection therewith.
Article IX of the Registrant's Certificate of Incorporation and Article
VII of the Registrant's By-Laws contains provisions entitling directors and
officers of the Registrant to indemnification against certain liabilities and
expenses. Registrant's Articles of Incorporation and By-Laws are incorporated
by reference in Exhibit 3.1 and 3.2.
Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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 of 1933;
(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;
(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 by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 offering.
(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 1934 (and, where applicable, each filing of an
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.
(h) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
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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 Milwaukee, State of Wisconsin, on June 28, 1996.
REXWORKS INC.
(Registrant)
By:/s/ Michael C. Hadjinian
------------------------------------
Michael C. Hadjinian
Chairman and Chief Executive Officer
_______________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints Michael C. Hadjinian and Thomas D.
Lauerman, and each of them, as true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including post
effective amendments) to this Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting onto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.
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/ Michael C. Hadjinian
- -------------------------- Chairman and Chief
Michael C. Hadjinian Executive Officer,
and Director
(Principal Executive
Officer of the Registrant) 6/28/96
/s/ Thomas D. Lauerman
- -------------------------- Vice President-Administration,
Thomas D. Lauerman Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Principal Accounting Officer) 6/28/96
/s/ Frederick L. Brengel
- -------------------------- Director 6/28/96
Frederick L. Brengel
/s/ Jeffrey L. Bleustein
- -------------------------- Director 6/28/96
Jeffrey L. Bleustein
/s/ Richard A. Van Deuren
- -------------------------- Director 6/28/96
Richard A. Van Deuren
/s/ Bruce A. Beda
- -------------------------- Director 6/28/96
Bruce A. Beda
/s/ Warner C. Frazier
- -------------------------- Director 6/28/96
Warner C. Frazier
S-1
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REXWORKS INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-15836)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO.
<S> <C> <C> <C> <C>
3.1 Restated Certificate of
Incorporation of the
Registrant *
3.2 By-Laws of the Registrant *
Restated Certificate of
Incorporation of the
4.1 Registrant *
4.2 By-Laws of the Registrant *
5 Opinion of Counsel X
23.1 Consent of Arthur Andersen LLP X
23.2 Consent of Counsel Contained in
Opinion filed as
Exhibit 5
24 Powers of Attorney Signatures Page to
Registration
Statement
</TABLE>
*The Registrant's Registration Statement on Form S-18, Registration Number
33-12488, effective April 21, 1987.
E-1
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EXHIBIT 5
July 1, 1996
Rexworks Inc.
445 West Oklahoma Avenue
Milwaukee, WI 53207
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Rexworks Inc., a Delaware corporation (the "Company"), on Form S-8
(the "Registration Statement"), filed under the Securities Act of 1933, as
amended (the "Act"), with respect to the proposed issuance by the Company of up
to 10,000 shares of Company common stock, $.12 par value per share (the
"Shares"), pursuant to the provisions of the Rexworks Inc. 1996 Outside
Directors Fee Plan (the "Plan").
We have examined (i) the Registration Statement, (ii) the Company's
Amended and Restated Certificate of Incorporation and By-Laws, as amended to
date, (iii) the Plan, (iv) the corporate proceedings relating to the adoption
of the Plan, the issuance of the Shares and the organization of the Company,
and (v) such other documents and records as we have deemed necessary in order
to render this opinion. In rendering this opinion, we have relied as to
certain factual matters on certificates of officers of the Company and of state
officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The Shares, when issued as and for the consideration
contemplated by the Registration Statement and the Plan, will be
validly issued, fully paid and non-assessable by the Company.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts"
within the meaning of
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Rexworks Inc.
July 1, 1996
Page 2
Section 11 of the Act, or that we come within the category of persons whose
consent is required by Section 7 of the Act.
Yours very truly,
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ James M. Bedore
James M. Bedore
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EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 9, 1996
included in the Rexworks Inc. Form 10-K for the year ended December 31, 1995,
and to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Milwaukee, Wisconsin ARTHUR ANDERSEN LLP
June 28, 1996.
