<PAGE> 1
Registration No. 33-____
__________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
JASON INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Wisconsin
(State or Other Jurisdiction of Incorporation or Organization)
39-1756840
(IRS Employer Identification Number)
411 East Wisconsin Avenue, Suite 2500, Milwaukee, Wisconsin 53202
(414) 277-9300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Mark Train
Executive Vice President
Jason Incorporated
411 East Wisconsin Avenue, Suite 2500
Milwaukee, Wisconsin 53202
(414) 277-9300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
____________________________________________________
The Commission is requested to send copies of all communications to:
Albert S. Orr, Esq.
Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c.
1000 North Water Street, Suite 2100
Milwaukee, Wisconsin 53202
(414) 298-1000
_________________
This document contains 16 pages
The Exhibit Index is at page 14
<PAGE> 2
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / / ______________________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _________________________________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
proposed Proposed
Title of each class maximum maximum
of securities to be Amount to be offering price per aggregate Amount of
registered registered share (1) offering price registration fee
Common Stock, par
value $.10 per
share 1,516,174 shares $7.25 $10,992,262 $3,790
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
ii
<PAGE> 3
JASON INCORPORATED
Cross-Reference Sheet Showing Location in Prospectus of
Information Required by Items of Form S-3
<TABLE>
<CAPTION>
Form S-3 Registration Statement Item and Heading Location in Prospectus
- ------------------------------------------------------------------- ---------------------------
<S> <C>
Item 1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus .................. Forepart of Registration
Statement and outside front
cover page of Prospectus
Item 2. Inside Front and Outside Back Cover
Pages of Prospectus ..................................... Inside front cover page
of Prospectus
Item 3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges ...................... "Prospectus Summary"
Item 4. Use of Proceeds ......................................... "Use of Proceeds"
Item 5. Determination of Offering Price ......................... Not applicable
Item 6. Dilution ................................................ Not applicable
Item 7. Selling Security Holders ................................ "Selling Shareholders"
Item 8. Plan of Distribution .................................... Outside of front cover page
of Prospectus and "Plan of
Distribution"
Item 9. Description of Securities to be Registered .............. Not applicable
Item 10. Interests of Named Experts and Counsel .................. "Legal Matters" and
"Independent Auditors"
Item 11. Material Changes ........................................ Not applicable
Item 12. Incorporation of Certain Information by Reference ....... Inside front cover page
Item 13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities .......... Not applicable
</TABLE>
iii
<PAGE> 4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MARCH 5, 1996
PROSPECTUS
JASON INCORPORATED
1,516,174 Shares of Common Stock
_________________________________________
This Prospectus relates to (i) the issuance of 1,516,174 shares of Common
Stock, $.10 par value (the "Shares"), of Jason Incorporated ("Jason" or the
"Company") to certain former shareholders (the "Selling Shareholders") of
Milsco Manufacturing Company ("Milsco") upon conversion of certain convertible
notes dated January 3, 1995 and issued by Jason in the aggregate original
principal amount of $17,057,051 in connection with the acquisition of Milsco
(the "Notes"), and (ii) the offer and sale of the Shares by the Selling
Shareholders. See "Selling Shareholders" and "Plan of Distribution."
The Company has been advised by the Selling Shareholders that there are no
underwriting arrangements with respect to the sale of the Shares, that the
Shares will be sold from time to time in the NASDAQ National Market System at
then prevailing prices or in private transactions at negotiated prices, and
that usual and customary brokerage fees will be paid by the Selling
Shareholders in connection therewith.
The Selling Shareholders and brokers and dealers through whom the Shares
are sold may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended, with respect to such Shares and any profits realized or
commissions received may be deemed underwriting compensation. See "Plan of
Distribution" for certain indemnification arrangements.
The Company will receive no part of the proceeds from the sale of the
Shares. The Company will pay all expenses incurred in connection with this
offering (other than commissions and other selling expenses which will in any
event be borne by the Selling Shareholders). The Company does not expect that
the expenses will exceed $12,000.
On February 29, 1996, the last reported sale price of the Common Stock on
the NASDAQ National Market System was $7.25 per share. The Common Stock is
traded under the symbol "JASN."
__________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________________
<PAGE> 5
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE COMMON
SHARES OFFERED HEREBY NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY TO ANY PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
__________________________________
March __, 1996
2
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page Page
---------------------------- ----------------------------
<S> <C> <C> <C>
Prospectus Summary .... 5 Plan of Distribution .. 7
Use of Proceeds ....... 5 Legal Matters ......... 7
Selling Shareholders .. 5 Independent Auditors .. 7
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549, and should be available at the Commission's Regional
Offices at 7 World Trade Center, New York, New York 10048, and 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material also can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 upon payment of the prescribed fees. The Common Stock
of the Company is quoted on the NASDAQ National Market System under the symbol
"JASN". Reports and other information concerning the Company may be inspected
at the National Association of Securities Dealers, Inc. 1735 K Street, N.W.,
Washington D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement.
__________________________________
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 30,1994;
(2) The Company's Proxy Statement dated March 17, 1995 in
connection with the Company's Annual Meeting of Stockholders held on
April 26, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1995 (file no. 0-16059);
(4) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995 (file no. 0-16059);
(5) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995 (file no. 0-16059).
(6) The Company's Current Report on Form 8-K filed with the
Commission January 3, 1995.
3
<PAGE> 7
(7) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A, as updated by the
Company's definitive Proxy Statement filed with the Commission March
19, 1993.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents. Any statement incorporated herein shall
be deemed to be modified or superseded for purposes of this Prospectus 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 statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon written or oral request
of such person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be made in writing to the Secretary of the
Company at the Company's principal executive offices at 411 East Wisconsin
Avenue, Suite 2500, Milwaukee, Wisconsin 53202 or by telephone at (414)
277-9300.
4
<PAGE> 8
PROSPECTUS SUMMARY
The Offering
<TABLE>
<S> <C>
Common Stock, $.10 par value, issuable
upon conversion of the Notes
and to be offered and sold by the Selling
Shareholders ............................ 1,516,174 shares
Trading .................................... Jason Common Stock is traded on
the NASDAQ National Market
System (Symbol: JASN).
</TABLE>
USE OF PROCEEDS
The Company will not receive any proceeds from the conversion of the Notes
or the subsequent sale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to (i) the issuance of the Shares by Jason upon
conversion of the Notes, and (ii) the offer and sale of the Shares by the
Selling Shareholders.
The following table sets forth certain information concerning the Selling
Shareholders, the number of Shares to be offered and sold by each Selling
Shareholder and the amount of Common Stock that will be owned by each Selling
Shareholder following the offering. Percentage information is based on
20,099,043 shares of Common Stock outstanding as of September 30, 1995.
<TABLE>
<CAPTION>
Number
Beneficial Ownership Of Shares Beneficial Ownership
Prior to Offering To Be Sold After Offering
---------------------------- ---------- ----------------------------
Selling Shareholders Number of Shares % Number of Shares %
- -------------------------- ---------------- ---------- ---------------- ----------
<S> <C> <C> <C> <C> <C>
David R. Anderson(1) 85,000 * 85,000 0 *
Carol Anderson 31,000 * 31,000 0 *
Marta A. Ballering 43,500 * 43,500 0 *
Susan L. Cvach 39,366 * 39,366 0 *
Terrence R. Heisdorf 6,990 * 6,990 0 *
Douglas C. Johnson 65,970 * 65,970 0 *
Todd C. Johnson 100,124 * 100,124 0 *
Carleen A. Larson 154,050 * 154,050 0 *
Greg M. Larson 84,844 * 84,844 0 *
Leif G. Larson 142,546 * 142,546 0 *
Avis Newcomb 181,013 * 181,013 0 *
Diane Regenfuss 1,977 * 1,977 0 *
Carla A. Schmidt 65,970 * 65,970 0 *
Ronald J. Seidel 17,975 * 17,975 0 *
Eleanor Seidel 8,988 * 8,988 0 *
Jeffrey D. Swenson 2,966 * 2,966 0 *
Richard F. Swenson 393,484 2.0 393,484 0 *
Loree Johnson Weingaertner 65,970 * 65,970 0 *
William W. Wing II 13,661 * 13,661 0 *
Andrew C. Larson Trust 3,595 * 3,595 0 *
Sarah M. Larson Trust 3,595 * 3,595 0 *
Matthew R. Larson Trust 3,595 * 3,595 0 *
</TABLE>
- ------------------------------
*less than one percent
(1)Excludes options to purchase 50,000 shares of Common Stock, which options are
not currently exercisable.
5
<PAGE> 9
Except as described below, there is no material relationship between any
of the Selling Shareholders and the Company.
David R. Anderson is an employee of the Company and President of the
Milsco business unit. Pursuant to an Employment Agreement dated January 3,
1995, entered into in connection with the acquisition of Milsco, the Company
agreed to employ Mr. Anderson for a period of five years, subject to certain
termination provisions. Mr. Anderson also holds an option to purchase 50,000
shares of the Company's common stock at an exercise price of $7.0125 per share.
The option does not vest until January 3, 1998, except in the event of Mr.
Anderson's death, disability or retirement at age 60.
Jeffrey Swenson is an employee of the Company and works in the Milsco
business unit. Mr. Swenson holds an option to purchase 5,000 shares of the
Company's common stock at an exercise price of $8.25 per share. The option
does not vest until January 3, 1998, except in the event of his death,
disability or retirement at age 60.
Richard F. Swenson and Leif G. Larson are consultants to the Company with
respect to the Milsco business unit. They are compensated on an hourly basis
for services under their consulting agreements.
6
<PAGE> 10
PLAN OF DISTRIBUTION
This Prospectus relates to the issuance of the Shares by the Company upon
conversion of the Notes and the subsequent sale of the Shares by the Selling
Shareholders. The Shares may be offered and sold by the Selling Shareholders.
Such sales may be made in the NASDAQ National Market System, in a privately
negotiated transaction, or otherwise, at prices and at terms then prevailing,
at prices related to then current market prices or at negotiated prices. The
Shares may be sold by one or more of the following methods: (a) a block trade
in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal in order
to consummate the transaction; (b) a purchase by a broker or dealer as
principal, and the resale by such broker or dealer for its account pursuant to
this Prospectus, including resale to another broker or dealer; or (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by a Selling
Shareholder may arrange for other brokers or dealers to participate. Any such
brokers or dealers will receive commissions or discounts from a Selling
Shareholder in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended. Any gain realized by such a broker or dealer on the sale of Shares
which it purchases as a principal may be deemed to be compensation to the
broker or dealer in addition to any commission paid to the broker by a Selling
Shareholder.
The Company will not receive any portion of the proceeds of the Shares
sold by the Selling Shareholders. There is no assurance that the Selling
Shareholders will sell any or all of the Shares offered hereby.
The Selling Shareholders have advised the Company that during the time
each is engaged in distribution of the Shares covered by the Prospectus, each
will comply with Rules 10b-5 and 10b-6 under the Securities Exchange Act of
1934, as amended, and pursuant thereto: (i) will not engage in any
stabilization activity in connection with the Company's securities; (ii) will
furnish each broker through which the Shares covered by this Prospectus may be
offered the number of copies of this Prospectus which are required by each
broker; and (iii) will not bid for or purchase any securities of the Company or
attempt to induce any person to purchase any of the Company's securities other
than as permitted under the Securities Exchange Act of 1934, as amended.
The Company and the Selling Shareholders have agreed to indemnify each
other against certain liabilities, including liabilities under the Securities
Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c.,
Milwaukee, Wisconsin.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 30, 1994, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
7
<PAGE> 11
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses payable in connection
with the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates
except the SEC registration fee. All expenses incurred in connection with this
offering will be borne by the Company. The Company does not expect that the
expenses will exceed $12,000.
<TABLE>
<S> <C>
SEC registration fee ............ $3,790
NASDAQ filing fee ............... $2,000
Legal fees and expenses ......... $6,210
Total ................. $12,000
</TABLE>
Item 15. Indemnification of Directors and Officers
Pursuant to sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in the
defense of a proceeding and (ii) in proceedings in which the director or
officer is not successful in the defense thereof, unless (in the latter case
only) it is determined that the director or officer breached or failed to
perform his duties to the Company and such breach or failure constituted: (a)
a willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the director
or officer had reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper personal
profit; or (d) willful misconduct. It should be noted that section 180.0859 of
the Wisconsin Business Corporation Law specifically states that it is the
public policy of Wisconsin to require or permit indemnification in connection
with a proceeding involving securities regulation, as described therein, to the
extent required or permitted under sections 180.0850 to 180.0858 as described
above. Additionally, under the Wisconsin Business Corporation Law, directors
of the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status as
such directors, except in circumstances paralleling those in subparagraphs (a)
through (d) outlined above.
Consistent with sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law, the Company's By-Laws provide that the Company shall indemnify
any person in connection with legal proceedings threatened or brought against
him by reason of his present or past status as an officer or director of the
Company in the circumstances described above. The By-Laws also provide that
the directors of the Company are not subject to personal liability to the
Company, its shareholders or persons asserting rights on behalf thereof, as
provided in the Wisconsin Business Corporation Law. The By-Laws also contain a
nonexclusivity clause which provides in substance that the indemnification
rights under the By-Laws shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any agreement with
the Company, any By-Law or otherwise.
The Company believes that it is the position of the Securities and
Exchange Commission that insofar as the foregoing provision may be invoked to
disclaim liability for damages arising under the Act, the provision is against
public policy as expressed in the Act and is therefore unenforceable.
<PAGE> 12
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened
litigation or proceeding which may result in a claim for such indemnification.
The Notes, and the agreement pursuant to which the Notes were issued, provide
for cross-indemnification of the Selling Shareholders and of the Company, its
officers and directors for certain liabilities arising under the Securities Act
or otherwise.
<TABLE>
<S> <C> <C>
Item 16. Exhibits
4.1 Articles of Incorporation of the Company.(1)
4.2 Bylaws of the Company.(1)
4.3 Form of Convertible Note (2)
5.1 Opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
</TABLE>
_____________________________
(1) Incorporated by reference to the Company's definitive Proxy Statement
filed with the Commission March 19, 1993.
(2) Incorporated by reference to the Company's Form 8-K filed with the
Commission and dated January 3, 1995.
Item 17. Undertakings
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.
The undersigned Registrant hereby undertakes that:
1. 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.
2. For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
3. For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of Prospectus 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 thereof.
2
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 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 the 19th day of
December 1995.
JASON INCORPORATED
BY /s/ Mark Train
------------------------------------
Mark Train, Executive Vice President
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 dates indicated:
<TABLE>
<S> <C> <C>
Signature Title Date
---------------------- ------------------------- -----------------
/s/ Vincent Martin Chairman of the Board, December 19,1995
----------------------
Vincent L. Martin President
/s/ Mark Train Executive Vice President, December 19, 1995
----------------------
Mark Train Secretary and Treasurer
(Principal Financial
Officer)
/s/ Howard J. Wolter Controller (Principal December 19, 1995
----------------------
Howard J. Wolter Accounting Officer)
/s/ Wayne C. Oldenburg Director December 19, 1995
----------------------
Wayne C. Oldenburg
/s/ Wayne G. Fethke Director December 19, 1995
----------------------
Wayne G. Fethke
/s/ David J. Drury Director December 19, 1995
----------------------
David J. Drury
/s/ Frank W. Jones Director December 19, 1995
----------------------
Frank W. Jones
</TABLE>
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ------------------------------------------------------------------- ----
<S> <C> <C>
4.1 Articles of Incorporation of the Company *
4.2 By-Laws of the Company *
4.3 Form of Convertible Note *
5.1 Opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c. 15
23.1 Consent of Price Waterhouse LLP. 16
23.2 Consent of Counsel. *
</TABLE>
__________________
* Incorporated by reference in the manner indicated in Item 16.
<PAGE> 1
EXHIBIT 5.1
March 4, 1996
Jason Incorporated
411 East Wisconsin Avenue,
Suite 2500
Milwaukee, WI 53202
Gentlemen: Re: Registration Statement on Form S-3
We have acted as counsel for Jason Incorporated, a Wisconsin corporation
(the "Company"), in connection with the Company's registration of 1,516,174
shares of its $.10 par value common stock issuable pursuant to the Company's
convertible subordinated notes (the "Notes").
In such capacity we have examined, among other documents, the Articles of
Incorporation of the Company, the Notes and the Registration Statement on Form
S-3 to be filed by the Company with the Securities and Exchange Commission on
or shortly after the date of this letter covering such offering of the
Company's common stock pursuant to the Notes. Based on the foregoing and such
additional investigation as we have deemed necessary, it is our opinion that:
The Company is a corporation existing under the laws of the State of
Wisconsin and, based solely on a certificate of the Secretary of State of
Wisconsin, (a) has filed with the Secretary of State during its most recently
completed report year the required annual report; (b) is not the subject of a
proceeding under Wisconsin Statutes section 180.1421, to cause its
administrative dissolution; (d) no determination has been made by the Secretary
of State that grounds exist for such action; (d) no filing has been made with
the Secretary of State of a decree of dissolution with respect to the Company;
and (e) Articles of Dissolution of the Company have not been filed with the
Secretary of State. The shares of common stock have been legally and validly
authorized under the Certificate of Incorporation of the Company and the laws
of the State of Wisconsin. When issued and paid for in accordance with the
description set forth in the Registration Statement, the shares of common stock
will be legally issued, fully-paid and nonassessable, except as set forth in
Wisconsin Statutes section 180.0622 as interpreted.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-3.
Yours very truly,
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ Albert S. Orr
Albert S. Orr
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 1, 1995, which appears on page 30 of the 1994 Annual Report to
Shareholders of Jason Incorporated, which is incorporated by reference in Jason
Incorporated's Annual Report on Form 10-K for the year ended December 30, 1994.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 23 of such Annual Report on
Form 10-K. We also consent to the reference to us under the heading "Experts"
in such Prospectus.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
January 31, 1996
