As filed with the Securities and Exchange Commission on
December 15, 1994
Registration No. 33-______________
============================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________________________________________
________________
PLM INTERNATIONAL, INC.
(Exact name of registrant as specified on its charter)
______________________________________________________________
________________
Delaware
(State or other jurisdiction of or organization)
94-3041257
(I.R.S. Employer Identification Number)
One Market Street
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301
(Address of Principal Executive Offices and Zip Code)
_______________________________
PLM International, Inc. Employee Stock Ownership Plan
(Full title of the plan)
Stephen Peary
Senior Vice President, Secretary and General Counsel
One Market Street
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301
(415) 974-1399
(Name and address, and telephone number,
including area code, of agent for service)
_________________________________________
Copy to:
Morgan P. Guenther, Esq.
Farella, Braun & Martel
235 Montgomery Street, Suite 3000
San Francisco, CA 94104
(415) 954-4431_________________________________________
<PAGE>
<TABLE>
Calculation of Registration Fee
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be regis- price per offering registration
registered tered share<F1> price<F1> fee
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $2.50 $5,000,000 $1,724.14
$.01 par value Shares
<FN>
<F1> Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis
of the closing price of a share of Common Stock as reported on the
American Stock Exchange on December 13, 1994.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
PLM International, Inc. a Delaware corporation (the
"Company" or "Registrant"), hereby incorporates by reference
in this Registration Statement the following documents:
(a) Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, as amended.
(b) Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30, 1994, as amended, and September 30,
1994.
(c) Current Report on Form 8-K dated June 17, 1994.
(d) The description of the Company's Common Stock
and Rights contained in the Company's registration statement
on Form 8-A (File No. 1-9670), filed under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are hereby
deemed to be incorporated by reference in this Registration
Statement and a part hereof from the date of the filing of
such documents.
Item 5. Interests of Named Experts and Counsel.
The financial statements and schedules of the
Company as of December 31, 1993 and 1992 and for each of the
years in the three-year period ended December 31, 1993 have
been incorporated by reference in the Registration Statement
in reliance upon the report of KPMG Peat Marwick LLP,
independent public accountants, incorporated by reference
herein, upon the authority of said firm as experts in
accounting and auditing.
The validity of the issuance of the shares of Common
Stock registered hereby will be passed upon by Farella, Braun
& Martel, counsel to the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant has authority under Section 145 of the
General Corporation Law of the State of Delaware to indemnify
its officers, directors, employees and agents to the extent
provided in such statute. Article Tenth of the Registrant's
Certificate of Incorporation, referenced as Exhibit 4.1
hereto, provides for indemnification of the Registrant's
officers and directors to the full extent provided in Section
145. Article VIII of the Registrant's Bylaws, referenced as
Exhibit 4.2 hereto, also provides for indemnification of the
Registrant's officers, directors, employees and agents. In
addition, the Company has entered into indemnification
agreements with its directors which require the Company to
indemnify any director, to the fullest extent permitted by
law, against any losses, claims, damages and expenses arising
out of or in connection with his service as a director. These
agreements also require the Company to obtain and maintain
insurance for indemnification which is adequate on light of
industry standards and reasonable business practice.
Section 102 of the General Corporation Law of the State
of Delaware permits the limitation of a director's personal
liability to the corporation or its stockholders for monetary
damages for breach of fiduciary duties as a director except in
certain situations including the breach of a director's duty
of loyalty or acts or omissions not made in good faith.
Article Tenth of the Registrant's Certificate of Incorporation
limits directors' personal liability to the extent permitted
by Section 102.
Item 8. Exhibits.
Exhibit No. Description
4.1 Certificate of Incorporation of Registrant,
incorporated by reference to Registrant's Form
10-K filed with the Securities and Exchange
Commission on April 2, 1990.
4.2 Bylaws of Registrant, incorporated by reference
to Registrant's Form 10-K filed with the
Securities and Exchange Commission on April 2,
1990.
4.3 Specimen Common Stock Certificate, incorporated
by reference to Registrant's registration
statement on Form S-3 filed with the Securities
and Exchange Commission on August 2, 1994,
registration no. 33-54869.
4.4 Rights Agreement, as amended, incorporated by
reference to Registrant's Form 10-K filed with
the Securities and Exchange Commission on March
31, 1993.
4.5 Rights Agreement, as amended, filed with Forms
8-K dated March 12, 1989, August 12, 1991 and
January 23, 1993, incorporated herein by
reference.
4.6 PLM International Employee Stock Ownership Plan
filed with Form 8-K dated August 21, 1989 and
incorporated herein by reference.
4.7 PLM International Employee Stock Ownership Plan
Trust filed with Form 8-K dated August 21, 1989
and incorporated herein by reference.
4.8 PLM International Employee Stock Ownership Plan
Certificate of Designation filed with Form 8-K
dated August 21, 1989 and incorporated herein
by reference.
5.1 Opinion of Farella, Braun & Martel.
23.1 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (contained on page 8 hereof).
Item 9. Undertakings.
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, as amended (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 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 paragraphs (i) and (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 Company pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities 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 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.
The undersigned Registrant hereby undertakes 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 that is
incorporated by reference into this Registration Statement
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.
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.
<PAGE>
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 San Francisco, State of California,
on December 14, 1994.
PLM INTERNATIONAL, INC.
By: /s/Robert M. Tidball
Robert N. Tidball, President
and Chief Executive Officer
<PAGE>
Farella, Braun & Martel
Attorneys at Law
Russ Building, 30th Floor
235 Montgomery Street
San Francisco, CA 94104
(415) 954-4400
Fax: (415) 954-4480
December 14, 1994
PLM International, Inc.
One Market Street
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301
Re: Employee Stock Ownership Plan
Ladies and Gentlemen:
This opinion is furnished to you in connection with the
Registration Statement on Form S-8 (the "Registration
Statement") registering 2,000,000 shares of Common Stock of
PLM International, Inc. (the "Company") under its Employee
Stock Ownership Plan (the "Plan"), covering the shares to be
distributed to Plan participants in connection with
termination of the Plan.
We are of the opinion that, subject to the effectiveness
of the Registration Statement, the subject shares of Common
Stock of the Company to be distributed pursuant to the
termination of the Plan will be legally and validly issued,
fully paid and non-assessable. In giving this opinion, we
assume that the shares of Common Stock to be distributed
pursuant to the Plan will be issued in accordance with the
terms of the Plan.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
/s/FARELLA, BRAUN & MARTEL
MG:ec
Exhibit 5.1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
PLM International, Inc.
We consent to the use of our report incorporated herein by
reference.
/s/ KPMG Peat Marwick
San Francisco, California
December 14, 1994
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on December 14,
1994, each of whom also constitutes and appoints Robert N.
Tidball and Stephen Peary, and each of them singly, his true
and lawful attorney-in-fact and agent, for him, 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 any other documents in connection
therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or substitutes may lawfully do or
cause to be done by virtue thereof.
Signature Title
/s/Robert N. Tidball President, Chief Executive Officer,
Robert N. Tidball Director and Principal Executive
Officer
J. Michael Allgood Chief Financial Officer, Principal
Financial Officer and
J. Michael Allgood Principal Accounting Officer
/s/J. Alec Merriam Chairman of the Board of Directors
J. Alec Merriam
/s/Allen V. Hirsch Executive Vice President and Director
Allen V. Hirsch
/s/Walter E. Hoadley Director
Walter E. Hoadley
/s/Robert L. Pagel Director
Robert L. Pagel
/s/Harold R. Somerset Director
Harold R. Somerset
