SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIFSCHULTZ INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
87-0448118
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(I.R.S. Employer Identification No.)
641 West 59th Street
New York, New York 10019
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(Address of Principal Executive Offices)(Zip Code)
LIFSCHULTZ INDUSTRIES, INC.
VARIOUS STOCK OPTION AGREEMENTS (NOT UNDER A PLAN)
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(Full title of plan)
James W. Burch, Esq.
Jones, Waldo, Holbrook & McDonough
170 South Main Street, Suite 1500
Salt Lake City, Utah 84101
(801) 521-3200
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(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per unit offering price fee
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Common Stock 3,026,036 shares $0.0625 $114,994.93(1) $100.00
par value
$.001 per share
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(1) Computed pursuant to Rule 456(h)(1) upon the basis of the
exercise price of the options granted for the purchase of the
Registrant's common stock under this Registration Statement as
determined in accordance with paragraph (c) of Rule 457. 2,376,036
shares are being offered at an exercise price of $0.0313 per share and
650,000 shares are being offered at an exercise price of $0.0625 per
share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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Lifschultz Industries, Inc. (the "Registrant") hereby incorporates
by reference and makes a part of this Registration Statement the
following documents, which constitute the "prospectus" required by
Section 10(a) of the Securities Act of 1933, as amended (the "Act"), and
Rule 428(b)(1) promulgated under the Act, as provided in Rule 428(a)(1)
under the Act:
(a) The Registrant's annual report on Form 10-KSB for the year
ended July 31, 1995;
(b) The Registrant's Information Statement, dated December 9,
1995, in connection with the written consent of Shareholders in lieu of
annual meeting dated December 8, 1995; and
(c) The Registrant's quarterly reports on Form 10-QSB for the
quarters ended October 31, 1995 and January 31, 1996.
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Item 8. Exhibits
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The following exhibits are filed as required by Item 601 of
Regulation S-B:
5.1 Opinion of Jones, Waldo, Holbrook & McDonough
23.1 Consent of Grant Thornton LLP
23.2 Consent of Jones, Waldo, Holbrook & McDonough (included in
its opinion filed as Exhibit 5.1 to this Registration Statement)
24 Power of Attorney (included on page 4 of this Registration
Statement)
Item 9. Undertakings
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(a) The Registrant hereby undertakes to:
1. File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to
reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
Registration Statement.
2. For determining liability under the Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
3. File a post-effective amendment to remove from
registration of any of the securities that remain unsold at the end of
the offering.
[The remainder of this page is intentionally left blank.]
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POWER OF ATTORNEY
Each person whose signature appears below hereby designates and
appoints Dennis R. Hunter and David K. Lifschultz and each of them, as
his/her attorneys-in-fact (the "Attorneys-in-Fact") with full power to
act alone, and to execute in the name and on behalf of each such person,
individually in each capacity stated below, one or more amendments
(including post-effective amendments) to this Registration Statement,
which amendments may make such changes in this Registration Statement as
the Attorneys-in-Fact, or either of them, deem appropriate, and to file
each such amendment to this Registration Statement, together with all
exhibits thereto and any and all documents in connection therewith with
the U.S. Securities and Exchange Commission, hereby granting unto said
Attorneys-in-Fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to
be done in and about the premises as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and
confirming all that said Attorneys-in-Fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.
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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 Salt Lake City, Salt Lake
County, State of Utah, on June 7, 1996.
LIFSCHULTZ INDUSTRIES, INC.
By: /s/ Dennis R. Hunter
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Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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President,
Director and Chief
/s/ Dennis R. Hunter Financial Officer June 7, 1996
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Dennis R. Hunter
Chairman, Director and
/s/ David K. Lifschultz Chief Executive Officer June 7, 1996
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David K. Lifschultz
- ------------------------------ Director June ---, 1996
Sidney B. Lifschultz
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Jones, Waldo, Holbrook & McDonough (1)
23.1 Consent of Grant Thornton LLP (1)
23.2 Consent of Jones, Waldo, Holbrook & McDonough (included
in its opinion filed as Exhibit 5.1 to this Registration
Statement)
24 Power of Attorney (included on page 4 of this
Registration Statement)
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(1) Filed herewith as an exhibit to this Registration Statement.
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Exhibit 5.1
JONES, WALDO, HOLBROOK & McDONOUGH
Post Office Box 45444 (84145-0044)
1500 First Interstate Plaza
170 South Main Street
Salt Lake City, Utah 84101
June 7, 1996
Lifschultz Industries, Inc.
641 West 59th Street
New York, New York 10019
Re: SEC Form S-8 Registration Statement
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Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") as it is proposed to be filed by Lifschultz
Industries, Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC") on or around June 7, 1996. The Registration
Statement will register with the SEC up to 3,026,036 shares of the
Company's common stock (the "Shares") for public trading under the
Securities Act of 1993, as amended. In preparing this opinion, we have
examined the Registration Statement, the Company's Certificate of
Incorporation, and the Company's Bylaws.
Subject to the above qualifications and assumptions, it is our
opinion that, when the Shares are sold in accordance with the
Registration Statement (assuming compliance with the terms of options
pertaining to any of the Shares), the Shares will be legally issued,
fully paid, and non-assessable. We hereby consent to the inclusion of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
JONES, WALDO, HOLBROOK & McDONOUGH
/s/ Jones, Waldo, Holbrook & McDonough
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Exhibit 23.1
CONSENT
We have issued our report dated September 21, 1995 accompanying the
consolidated financial statements of Lifschultz Industries, Inc. and
Subsidiaries appearing in the 1995 Annual Report of the Company (Form
10-KSB) for the year ended July 31, 1995 which is incorporated by
reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ Grant Thornton
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Provo, Utah
June 3, 1996
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Exhibit 23.2
This exhibit is included within, and is delivered as part of,
Exhibit 5.1.
