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As filed with the Securities and Exchange Commission on September 1, 2000
Reg. No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
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SPECIALTY EQUIPMENT COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3337593
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1245 Corporate Boulevard, Suite 401
Aurora, Illinois 60504
(Address and Zip Code of Principal Executive Offices)
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SPECIALTY EQUIPMENT COMPANIES, INC.
EXECUTIVE LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
--------------------------------
Robert R. Friedl
Chief Financial Officer
Specialty Equipment Companies, Inc.
1245 Corporate Boulevard, Suite 401
Aurora, Illinois 60504
(630) 585-5111
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 1,000,000 Shares $26.8125 $26,812,500 $7,078.50
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</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may be issued pursuant to the
anti-dilution provisions of the Specialty Equipment Companies, Inc.
Executive Long-Term Incentive Plan.
(2) Calculated pursuant to Rules 457(h)(1) and Rule 457(c), based on the
average of the high and low prices reported for the Registrant's common
stock on the New York Stock Exchange on August 28, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*.
Item 2. Registrant Information and Employee Plan Annual Information*.
*Information required by Part I to be contained in a Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule 428(b)
promulgated under the Securities Act of 1993, as amended (the "Securities Act")
and Note I of Form S-8.
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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 Commission by Specialty Equipment
Companies, Inc. (the "Company") are incorporated in this Registration Statement
on Form S-8 (the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") for the
fiscal year ended January 31, 2000, filed with the Securities
and Exchange Commission (the "Commission") on April 24, 2000.
2. The Company's Quarterly Report on Form 10-Q under the Exchange
Act for the quarterly period ended April 30, 2000, filed with
the Commission on June 12, 2000.
3. The description of the Company's common stock, par value $.01
per share ("Common Stock") under the caption "Description of
Securities to be Registered" in the Company's Registration
Statement on Form 8-A under the Exchange Act, filed with the
Commission on December 28, 1998.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities registered hereunder have been sold or which deregisters all of the
securities offered then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such
documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any 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 (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise,
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against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit by or in the right of
the corporation if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
such person was not adjudged liable to the corporation, and provided further
that despite being adjudged liable to the corporation a court of competent
jurisdiction may find that such person is entitled to indemnification. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct. The Bylaws of the Company
provide that directors and officers shall be indemnified as described above in
this paragraph to the fullest extent permitted by the DGCL; provided, however,
that any such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person shall be indemnified only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Company.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The Company
maintains a policy of directors' and officers' liability insurance.
The Certificate of Incorporation of the Company provides that no director
of the Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for a
breach of the director's duty of loyalty to the Company 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 DGCL
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the DGCL), or (iv) for any transaction from which the director
derived an improper personal benefit.
The Company has entered into indemnification agreements with each of its
directors and certain of its officers to provide such persons with
indemnification to the fullest extent permitted by Delaware law with respect to
any liabilities, costs or expenses in connection with any legal proceedings in
which such person becomes, or has become involved, as a result of their
employment or service with the Company.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8: EXHIBITS
3.1 Amended and Restated Certificate of Incorporation of the
Company (Incorporated herein by reference to Exhibit 3.1(i)
to the Company's Form 8-K filed with the Securities and
Exchange Commission on May 12, 1994 (File No. 0-22798))
3.2 Amended and Restated By-Laws of the Company (Incorporated
herein by reference to Exhibit 3.1(ii) to the Company's Form
8-K filed with the Securities and Exchange Commission on May
12, 1994 (File No. 0-22798))
4.1 Specimen certificate representing the Company's Common Stock
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in
Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
99.1 Specialty Equipment Companies, Inc. Executive Long-Term
Incentive Plan (Incorporated herein by reference to Appendix
A to the Company's Schedule 14A filed with the Securities
and Exchange Commission on April 16, 1999 (File No.
001-14743))
ITEM 9. UNDERTAKINGS
The Company 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 this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in this
Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed or any material change to
such information in this Registration Statement (or the most recent
post-effective amendment thereof).
provided, however, that paragraphs (1)(i) and (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 or furnished to the Commission
by the Company pursuant to Section 13 or 15(d) of 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 Securities
Act each post-effective amendment shall be deemed a new registration statement
relating to the securities offered hereby, and the offering of such securities
at that time shall be treated as the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to section 13(a) or
section 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
hereby, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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, the Company
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 Aurora, State of Illinois, on August 23, 2000.
SPECIALTY EQUIPMENT COMPANIES, INC.
By: /s/ JEFFREY P. RHODENBAUGH
----------------------------------------------------
Jeffrey P. Rhodenbaugh
President, Chief Executive and Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffery P. Rhodenbaugh and Robert R.
Friedl and each of them singly, his attorneys in fact, with full power of
substitution, for him in any and all capacities, to sign any amendment to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that such attorneys-in-fact, or
their
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substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant
to the requirements of the Securities Act of 1933 this Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the
date indicated.
August 23, 2000
/s/ JEFFREY P. RHODENBAUGH
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Jeffrey P. Rhodenbaugh
President, Chief Executive and Chief Operating Officer
and Director (principal executive officer)
/s/ ROBERT R. FRIEDL
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Robert R. Friedl
Chief Financial Officer
(principal financial and accounting officer)
/s/ DANIEL B. GREENWOOD
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Daniel B. Greenwood
Chairman of the Board and Director
/s/ WILLIAM E. DOTTERWEICH
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William E. Dotterweich
Director
/s/ KEVIN E. GLAZER
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Kevin E. Glazer
Director
/s/ MALCOLM I. GLAZER
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Malcolm I. Glazer
Director
/s/ AVARAM A. GLAZER
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Avram A. Glazer
Director
/s/ CHARLES E. HUTCHINSON
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Charles E. Hutchison
Director
/s/ RICHARD A. KENT
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Richard A. Kent
Director
/s/ BARRY L. MACLEAN
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Barry L. MacLean
Director
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibit
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3.1 Amended and Restated Certificate of Incorporation of the Company
(Incorporated herein by reference to Exhibit 3.1(i) to the Company's
Form 8-K filed with the Securities and Exchange Commission on May 12,
1994 (File No. 0-22798))
3.2 Amended and Restated By-Laws of the Company (Incorporated herein by
reference to Exhibit 3.1(ii) to the Company's Form 8-K filed with the
Securities and Exchange Commission on May 12, 1994 (File No. 0-22798))
4.1 Specimen certificate representing the Company's Common Stock
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
99.1 Specialty Equipment Companies, Inc. Executive Long-Term Incentive
Plan (Incorporated herein by reference to Appendix A to the Company's
Schedule 14A filed with the Securities and Exchange Commission on
April 16, 1999 (File No. 001-14743))
