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As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SELFIX, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-2490451
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4501 West 47th Street 60632
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
SELFIX, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
James R. Tennant, Chairman
Selfix, Inc.
4501 West 47th Street
Chicago, Illinois 60632
(312) 890-1010
(Name, address and telephone number, including area code, of agent for service)
Copies of communications to:
Michael J. Gamsky
Much Shelist Freed Denenberg Ament
Bell & Rubenstein, P.C.
200 North LaSalle Street
Suite 2100
Chicago, Illinois 60601
(312) 346-3100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered registered per share (1) offering price fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 200,000 Shares $5.63 $1,126,000 $388.28
</TABLE>
(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price
per share and maximum aggregate offering price and amount of registration fee
are calculated based upon a price per share of $5.63, the average of the high
and low price for the shares of Selfix, Inc. Common Stock as reported by the
National Association of Securities Dealers Automated Quotations (NASDAQ)
National Market System on December 12, 1995.
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PART II --INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by Selfix, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference, except as superseded or modified
herein:
1. The Company's Annual Report on Form 10-K for the
fifty three weeks ended December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended April 1, 1995, July 1, 1995 and September 30, 1995.
3. The description of the Common Stock of the Company,
par value $0.01 per share, as contained in the Company's Registration
Statement on Form 8-A.
All documents filed by the Company pursuant to section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be modified or superseded, for
purposes of this Prospectus, to the extent that a statement contained herein or
in any subsequently filed document which 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 Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of the documents described above (other than exhibits).
Requests for such copies should be directed to James E. Winslow, Senior Vice
President, Chief Financial Officer and Secretary, Selfix, Inc., 4501 West 47th
Street, Chicago, Illinois 60632, telephone (312) 890-1010.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Business Corporation Law ("DGCL") generally
provides that each corporation subject to the DGCL shall have the power to
provide indemnification of the type summarized above, subject to certain
limitations. The Company has purchased insurance policies covering certain
liabilities of its officers and directors.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
ITEM 8. EXHIBITS
See List of Exhibits on page II-6 hereof.
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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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or in 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 Registration Statement is on Form S-3 or Form S-8, and 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 the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the Registrants 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.
(c) 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of
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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 of 1933 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 Chicago, State of Illinois, on December 12,
1995.
SELFIX, INC.
By /s/ JAMES R. TENNANT
---------------------
James R. Tennant
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Tennant and James E. Winslow,
or any one of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to execute in the name of each such person
who is then an officer or director of the Registrant 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, the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite or 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
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C> <C>
/s/ James R. Tennant Chairman of the Board December 12, 1995
- ------------------------- and Director
James R. Tennant
/s/ James E. Winslow Senior Vice President, Chief December 12, 1995
- ------------------------- Financial Officer and
James E. Winslow Secretary
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Charles Campbell Director December 12, 1995
- ------------------------------
Charles Campbell
/s/ William P. Mahoney Director December 12, 1995
- ------------------------------
William P. Mahoney
/s/ Jeffrey C. Rubenstein Director December 12, 1995
- ------------------------------
Jeffrey C. Rubenstein
/s/ Daniel Shure Director December 12, 1995
- ------------------------------
Daniel Shure
________________________ Director December __, 1995
Marshall Ragir
</TABLE>
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LIST OF EXHIBITS
Page Number
in Sequential
Exhibit Numbering
Number System
- ------- -------------
5.1 Opinion of Much Shelist Freed Denenberg Ament Bell &
Rubenstein, P.C.
23.1 Consent of Much Shelist Freed Denenberg Ament Bell &
Rubenstein, P.C. is included in Exhibit 5.1 hereto.
23.2 Consent of Grant Thornton LLP.
24.1 Power of Attorney is included on Page II-4 of this
Registration Statement.
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EXHIBIT 5.1
December 14, 1995
Selfix, Inc.
4501 West 47th Street
Chicago, Illinois 60632
Re: Selfix, Inc.
Form S-8 Registration Statement
(1934 Act File No. 0-17237)
Gentlemen:
We have acted as counsel for Selfix, Inc. (the "Company") in
connection with the registration statement on Form S-8 (the "Registration
Statement") of the Company which is being filed with the Securities and
Exchange Commission on December 15, 1995 covering up to 200,000 shares of the
Company's Common Stock, par value $0.01 per share (the "Shares"), issuable to
eligible employees of the Company who are participants in the Selfix, Inc.
Employee Stock Purchase Plan (the "Stock Plan").
As such counsel, we have examined such corporate records and other
documents and matters of law as we have deemed necessary in order to enable us
to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and sold pursuant to, and for the consideration expressed in the Stock
Plan, will constitute legally issued, fully paid and nonassessable shares of
Common Stock, par value $0.01 per share, of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
MUCH SHELIST FREED DENENBERG AMENT BELL
& RUBENSTEIN, P.C.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 17, 1995 accompanying the
consolidated financial statements and schedule of Selfix, Inc. and subsidiaries
included in the Annual Report on Form 10-K for the fifty-three week period
ended December 31, 1994 which is incorporated by reference in this Registration
Statement on Form S-8. We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports.
GRANT THORNTON LLP
Chicago, Illinois
December 12, 1995
