As filed with the Securities and Exchange Commission on November
20, 1995
File No. 33-___________
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
S.O.I. INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2158586
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or
organization)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
(Address of Principal Executive Offices)
Compensation Agreement for Gary C. Evans
Compensation Agreement for James Smith
Compensation Agreement for Clifford Patton
(Full title of the plan)
Kevin B. Halter, Jr.,16910 Dallas Parkway, Suite 100, Dallas,
Texas 75248
(Name and address of agent for service)
(214) 248-1922
(Telephone number, including area code, of agent for service)
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]
<TABLE>
CALCULATION OF REGISTRATION FEE
___________________________________________________________________
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share <F1> Price <F1> Fee <F1>
- ------------ ---------- -------------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $.39 $39,000 $100.00
<FN>
<F1> Calculated pursuant to Rule 457(h).
</FN>
</TABLE>
Page 1 of 14 pages contained in the sequential numbering system.
The Exhibit Index may be found on Page 5 of the sequential
numbering system.
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Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference into the
registration statement:
(a) The Company's Form 10K-SB filed by the Company pursuant to
sections 13(a) or 15(d) of the Exchange Act for the period ended
June 30, 1995.
(b) All of the documents filed by the Company pursuant to sections
13(a) or 15(d) of the Exchange Act after the filing of the Form
10K-SB for the period ended June 30, 1995.
(c) The Company's description of its common stock contained in its
registration statement filed under Section 12 of the Exchange Act.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities covered hereby then remaining
unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement 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 such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4. Description of Securities
Securities are registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Company provides for
the indemnification of officers, directors, agents and employees of
the Company to the fullest extent permitted by the General
Corporation Law of the State of Delaware ("Delaware Code").
Pursuant to Section 145 of the Delaware Code, the Company generally
has the power to indemnify its present and former directors,
officers, employees and agents against expenses incurred by them in
connection with any suit to which they are, or are threatened to be
made, a party by reason of their serving in such positions so long
as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful. The
Company has the power to purchase and maintain insurance for such
persons. The statute also expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
The above discussion of the Company's Certificate of
Incorporation and of Section 145 of the Delaware Code is not
intended to be exhaustive and is qualified in its entirety by such
Certificate of Incorporation and the Delaware Code.
2
PAGE
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Morgan F. Johnston, Esq. regarding the
legality of the securities offered hereby.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morrison, Brown, Argiz & Company
23.3 Consent of S. W. Hatfield + Associates
23.4 Consent of Morgan F. Johnston, Esq. (included in Exhibit 5.1)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) To file, during any period in which offers or sales
are being made, a post effective amendment to this registration
statement 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;
(b) 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 therein, and the offering of such securities at
that time shall be deemed to be the initial benefit offering
thereof.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.
3
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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 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 Dallas,
State of Texas, on the 20th day of November, 1995.
S.O.I. INDUSTRIES, INC.
/s/ Kevin B. Halter
By: _____________________________
Kevin B. Halter, President
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.
<TABLE>
<CAPTION>
Signature Date
<S> <C>
/s/ Kevin B. Halter
______________________________ November 20, 1995
Kevin B. Halter, President
(Principal Executive Officer) and
Director
/s/ Sanford M. Whitman
______________________________ November 20, 1995
Sanford M. Whitman, Chief
Financial Officer (Principal
Financial and Accounting Officer),
Vice President and Treasurer
/s/ Kevin B. Halter, Jr.
______________________________ November 20, 1995
Kevin B. Halter, Jr., Vice
President, Secretary and Director
/s/ Gary C. Evans
______________________________ November 20, 1995
Gary C. Evans, Director
/s/ James Smith
______________________________ November 20, 1995
James Smith, Director
</TABLE>
4
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Sequentially
Number Numbered Page
------- -------------
<S> <C> <C>
5.1 Opinion of Morgan F. Johnston, Esq. 7
regarding the legality of the
securities offered hereby.
23.1 Consent of Coopers & Lybrand L.L.P. 10
23.2 Consent of Morrison, Brown, Argiz & Company 12
23.3 Consent of S. W. Hatfield + Associates 14
23.4 Consent of Morgan F. Johnston, Esq.
(included in Exhibit 5.1)
</TABLE>
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EXHIBIT 5.1
PAGE
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November 20, 1995
S.O.I. Industries, Inc.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Re: Registration Statement on S-8 for S.O.I. Industries, Inc.
Gentlemen:
At your request, I have examined the form of Registration
Statement which you are filing with the Securities and Exchange
Commission, on Form S-8 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 100,000 shares of your Common Stock
(the "Stock") issuable pursuant to the Compensation Agreements for
Gary C. Evans, James Smith and Clifford Patton (the "Plan").
In rendering the following opinion, I have examined and relied
only upon the documents, and certificates of officers and directors
of the Company as are specifically described below. In my
examination, I have assumed the genuineness of all signatures, the
authenticity, accuracy and completeness of the documents submitted
to me as originals, and the conformity with the original documents
of all documents submitted to me as copies. My examination was
limited to the following documents:
1. Certificate of Incorporation of the Company, as amended
to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors
of the Company authorizing the Plan and the issuance of the Stock;
4. The Registration Statement; and
5. The Form of Plan.
I have not undertaken, nor do I intend to undertake, any
independent investigation beyond such documents and records, or to
verify the adequacy of accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be
issued under the Plan, subject to effectiveness of the Registration
Statement and compliance with applicable blue sky laws, and
execution of the Plan in the form referred to herein, when issued
under the Plan, will be duly and validly authorized, fully paid and
non-assessable.
I express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Stock is proposed to be
offered and sold or as to the effect, if any, which non-compliance
with such laws might have on the validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any
filing made with the Securities and Exchange Commission or under
any state or other jurisdiction's securities act for the purpose of
registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the Stock described
in the Registration Statement in connection with the offering
described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not
be relied upon by any other party, (iii) covers only matters of
Delaware and federal law and nothing in this opinion shall be
deemed to imply any opinion related to the laws of any other
jurisdiction, (iv) may not be quoted or reproduced or delivered by
you to any other person, and (v) may not be relied upon for any
other purpose whatsoever. Nothing herein shall be deemed to relate
to or constitute an opinion concerning any matters not specifically
set forth above.
By giving you this opinion and consent, I do not admit that I
am an expert with respect to any part of the Registration Statement
or Prospectus within the meaning of the term "expert" as used in
Section 11 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this
letter. I disclaim any undertaking to advise you of changes which
may be brought to my attention after the effective date of the
Registration Statement.
Very truly yours,
/s/ Morgan F. Johnston
Morgan F. Johnston
PAGE
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EXHIBIT 23.1
PAGE
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CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the inclusion in this registration statement on Form S-8
(No. 33- ) of our report dated September 25, 1995, on our audit of the
consolidated financial statements of S.O.I. Industries, Inc. and Subsidiaries.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
Novmber 17, 1995
PAGE
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EXHIBIT 23.2
PAGE
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As Independent Public Accountants, we hereby consent to the use of our report
on the Consolidated Financial Statements of S.O.I. Industries, Inc. as of
June 30, 1994 and for the year then ended, and to all references to our firm,
included in or made a part of this Form S-8 registration statement.
MORRISON, BROWN, ARGIZ & COMPANY
Certified Pblic Accountants
/s/ Morrison, Brown, Argiz & Company
Miami, Florida
November 17, 1995
PAGE
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EXHIBIT 23.3
PAGE
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the use in Form S-8 Registration Statement under The Securities
Act of 1933, as amended, of S.O.I. Industries, Inc. of our report dated
August 24, 1994 on the financial statements of American Quality Manufacturing
Corporation as of June 30, 1994, January 1, 1994, December 31, 1993 and
May 31, 1993 and for each of the years ended June 30, 1994, May 31, 1993 and
1992; the six month periods ended June 30, 1994 and December 31, 1993; and
for the transitional month ended June 30, 1993, accompanying the financial
statements incorporated by reference in such Form S-8 Registration Statement
under The Securities Act of 1933, as amended, and to the use of our name and
the statements with respect to us as appearing under the heading "Experts."
/s/ S.W. HATFIELD + ASSOCIATES
Dallas, Texas
November 17, 1995
