As filed with the Securities and Exchange Commission on August 24, 2000
Registration Statement No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASTRO-MED, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island 05-0318215
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 East Greenwich Avenue, West Warwick, Rhode Island 02893
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(Address of Principal Executive Offices) (Zip Code)
1997 Incentive Stock Option Plan
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(Full title of the plan)
Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer,
Astro-Med, Inc.
600 East Greenwich Avenue
West Warwick, RI 02893
(Name and address of agent for service)
(401) 828-4000
(Telephone number, including area code, of agent for service)
Copy to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price fee
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Common Stock 750,000 $5.00 $3,750,000 $990.00
(par value
$.05)
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(1) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based on the average of the high and low prices
of the Registrant's Common Stock as reported by The Nasdaq Stock
Market(R) on August 18, 2000.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 is being filed to register
750,000 additional shares of common stock, par value $.05 per share ("Common
Stock"), of Astro-Med, Inc. (the "Company") which have been reserved for
issuance under the Company's 1997 Incentive Stock Option Plan, as amended (the
"Plan"). A total of 250,000 shares of the Common Stock reserved for issuance
under the Plan previously were registered on a Registration Statement on Form
S-8 (Registration No. 333-32315 filed July 10, 1997) (the "Original Registration
Statement"), and an additional 250,000 shares of Common Stock reserved for
issuance under the Plan also previously were registered on Form S-8
(Registration No. 333-93565) filed August 28, 1998) (the "Amendment"). The
contents of the Original Registration Statement and the Amendment are
incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby have been passed upon for the Registrant by
Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island 02903.
Margaret D. Farrell, a partner of Hinckley, Allen & Snyder LLP is the Secretary
of the Registrant. Certain retired partners of the firm of Hinckley, Allen &
Snyder LLP own shares of the Registrant's Common Stock as follows: (a) Edwin
Torrance directly owns 6,000 shares; and (b) Jacques Hopkins, jointly with his
wife, directly owns 8,500 shares, and indirectly owns 6,300 shares all of which
are held in revocable trusts established by his adult children of which his wife
is co-trustee. In addition, Margaret D. Farrell and Jacques Hopkins are joint
Trustees of the Astro-Med Employee Stock Ownership Trust. As of January 31,
2000, the Employee Stock Ownership Trust owned 89,309 shares of Common Stock of
the Registrant.
Item 8. Exhibits.
Exhibit No. Description
5 Opinion of Hinckley, Allen & Snyder LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hinckley, Allen & Snyder LLP
(contained in their opinion filed as Exhibit 5)
24 Power of Attorney (included on signature page of
this Registration Statement)
11-1
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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 Town of West Warwick, State of Rhode Island, on the 18th day
of August, 2000.
ASTRO-MED, INC.
By: /s/ Albert W. Ondis
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Albert W. Ondis, Chairman
and Chief Executive Officer
We, the undersigned officers and directors of Astro-Med, Inc., in the
Town of West Warwick, Rhode Island hereby severally constitute and appoint
Albert W. Ondis, Everett V. Pizzuti and Joseph P. O'Connell our true and lawful
attorneys with full power of substitution together, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement, and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors to enable Astro-Med, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any one of them, to said Registration
Statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Albert W. Ondis Chairman (Principal August 18, 2000
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Albert W. Ondis Executive Officer)
and Director
/s/ Everett V. Pizzuti President (Principal August 18, 2000
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Everett V. Pizzuti Operating Officer)
and Director
/s/ Joseph P. O'Connell Vice President and August 14, 2000
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Joseph P. O'Connell Treasurer (Principal
Financial and
Accounting Officer)
/s/ Jacques V. Hopkins Director August 18, 2000
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Jacques V. Hopkins
/s/ Hermann Viets Director August 18, 2000
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Hermann Viets, Ph.D.
/s/ Neil K. Robertson Director August 18, 2000
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Neil K. Robertson
11-2
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------ ------- ----
5 Opinion of Hinckley, Allen &
Snyder LLP 7
23.1 Consent of Arthur Anderson LLP 8
23.2 Consent of Hinckley, Allen &
Snyder LLP (contained in their
opinion filed as Exhibit 5) N/A
24 Power of Attorney 5
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