UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIFSCHULTZ INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
87-0448118
(I.R.S. Employer Identification No.)
641 West 59th Street
New York, New York 10019
(Address of Principal Executive Offices)(Zip Code)
LIFSCHULTZ INDUSTRIES, INC.
VARIOUS STOCK OPTION AGREEMENTS (NOT UNDER A PLAN)
(Full title of plan)
Rob M. Alston, Esq.
Jones, Waldo, Holbrook & McDonough
170 South Main Street, Suite 1500
Salt Lake City, Utah 84101
(801) 521-3200
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share offering price registration fee
- ------------- ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $10.375(1) $605,510(1) $159.85(2)
par value
$.001 per share
</TABLE>
(1) The maximum offering price per share and maximum aggregate offering price of
the securities is calculated based on Rules 457(h) and (c) as follows: 67,000
shares have an aggregate maximum offering price of $263,135 based on the known
exercise price of previously granted options covered under this Registration
Statement (ranging from $1.565 to 4.625 per share); and 33,000 shares for stock
options yet to be granted under this Registration Statement (at currently
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unknown exercise prices) have a maximum aggregate offering price of $342,375
based on the closing sales price of the Registrant's common stock on February
18, 2000 ($10.375).
(2) The amount of the Registration Fee is arrived at by multiplying the maximum
aggregate offering price by .000264.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933 (the "Securities Act"). Such documents need not be filed
with the Securities and Exchange Commission (the "SEC") either as part of this
registration statement (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in the Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Lifschultz Industries, Inc. (the "Registrant") previously registered
under the Securities Act of 1933 (the "Securities Act") an aggregate of
3,026,036 shares of Common Stock (which were subject to a 1 for 50 reverse stock
split in January 1998) offered pursuant to a registration statement on Form S-8
filed with the Securities and Exchange Commission on June 7, 1996 (Registration
No. 333-05487) (the "Prior Statement"), which Prior Statement is incorporated
into this Registration Statement by reference. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
of 1934 subsequent to the date of the Prior Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in the Prior Registration
Statement by reference and to be a part of the Prior Registration Statement from
the date of filing of such documents. The Registrant's Annual Report on Form
10-KSB for the fiscal year ended July 31, 1999 is incorporated in this
Registration Statement by reference. Additionally, all other documents filed by
the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act of 1934 since the end of its last fiscal year and prior to the filing of a
post-effective amendment to this Registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be part of this Registration Statement from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein or in the Prior Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement and the Prior
Statement to the extent that a statement contained herein, therein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein or therein, 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 registration statement.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware:
(i) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other that an action by or in the right of the
corporation) to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; (ii) gives a director or officer who successfully
defends an action the right to be so indemnified; and (iii) permits a
corporation to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or otherwise.
Article IX of the Registrant's Certificate of Incorporation requires the
Registrant to provide indemnification to its officer, directors, employees and
agents to the maximum extent allowed under Delaware law. Article IX also allows
a person claiming such indemnification to sue the Registrant under certain
conditions if the Registrant fails to fulfill its indemnification obligation.
Article V of the Registrant's By-laws requires the same as Article IX.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted for directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and therefore
unenforceable.
The Registrant maintains an insurance policy insuring its directors and
officers against certain losses incurred by them as a result of claims based
upon their actions or statements (including omissions to act or to make
statements) as directors and officers. The aggregate amount payable for
individual directors and officers under such policy is limited to $1 million,
after certain deductibles.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to include in its certificate of
incorporation a provision eliminating the potential monetary liability of a
director to the corporation or its stockholders for breach of fiduciary duty as
a director, provided that such provision shall not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for improper
payment of dividends, or (iv) for any transaction from which the director
receives an improper personal benefit. The Registrant's Certificate of
Incorporation includes such a provision.
Item 8. Exhibits
See the Exhibit Index immediately preceding the exhibits.
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Item 9. Undertakings
The Registrant hereby undertakes to:
(a) File, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to :
(1) include any prospectus required by Section 10(a)(3) of the
Securities Act; (2) reflect in the prospectus any facts or
events which individually or together, represent a fundamental
change in the information in the Registration Statement; and
(3) include any additional or changed material information on
the plan of distribution; provided, however, that items (1) and
(2) do not apply if the information required to be included in
a post- effective amendment by those items is incorporated by
reference from periodic reports filled by the Registrant under
the Exchange Act of 1934, as amended.
(b) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of
securities offered, and the offering of the securities at the
time to be the initial bona fide offering.
(c) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
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 Provo, State of Utah, on February 18, 2000.
LIFSCHULTZ INDUSTRIES, INC.
By: /s/ DENNIS HUNTER
--------------------------
Dennis R. Hunter, President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS DAVID K. LIFSCHULTZ AND DENNIS R. HUNTER,
AND EACH OF THEM, AS HIS OR HER ATTORNEY-IN-FACT, WITH FULL POWER OF
SUBSTITUTION IN EACH, FOR HIM OR HER IN ANY AND ALL CAPACITIES TO SIGN ANY
AMENDMENTS TO THIS REGISTRATION STATEMENT ON FORM S-8, AND TO FILE THE SAME,
WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, HEREBY RATIFYING AND CONFIRMING ALL THAT
SAID ATTORNEY-IN-FACT, OR HIS SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Chief Executive Officer
/s/ DAVID K. LIFSCHULTZ And Chairman February 18, 2000
- -----------------------
David K. Lifschultz
President,
Director and Chief
/s/ DENNIS HUNTER Financial Officer February 18, 2000
- -----------------
Dennis R. Hunter
/s/ SIDNEY LIFSCHULTZ Director February 21, 2000
- ---------------------
Sidney B. Lifschultz
/s/ JOE FATONY Director February 18, 2000
- --------------
Joseph C. Fatony
/s/ JIM SOLOMON Director February 19, 2000
- ----------------
James E. Solomon
/s/ TIM PONT Controller February 18, 2000
- ------------
Timothy O. Pont
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Form of Common Stock Certificate(1)
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 with the signatures in
this Registration Statement)
- -----------------------
(1) Filed herewith as an exhibit to this Registration Statement.
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Exhibit 4.1
Form of Certificate of Common Stock
Not Valid Unless Countersigned by Transfer Agent
Incorporated Under the Laws of the State of Delaware
CUSIP NO. 531925 20 4
Number ____ Shares *________*
Lifschultz Industries, Inc.
Authorized Common Stock: 80,000,000 shares
Par Value: $.001
THIS CERTIFIES THAT ------------------------------------------------------------
IS THE RECORD HOLDER OF --------------------------------------------------------
- Shares of Lifschultz Industries, Inc. Common Stock -
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:---------------
Lifschultz Industries, Inc.
Tim Pont, Secretary Corporate Seal Dennis Hunter, President
Delaware
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Notice: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a
saving bank), or a trust company. The following abbreviations,
when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties __________ Custodian --------------
(Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act -------------------------
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _____________ hereby sell, assign and transfer unto
Please insert Social Security or other
identifying number of assignee
--------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)
- --------------------------------------------------------------------------Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated -------------------
------------------------------------------------
NOTICE: The signature to this assignment must correspond
with the name as written upon the f ace of the
certificate in every particular without alteration
or enlargement or any change whatever.
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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
February 23, 2000
Lifschultz Industries, Inc.
641 West 59th Street
New York, New York 10019
Re: SEC Form S-8 Registration Statement
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 February 24, 2000. The Registration Statement will
register with the SEC 100,000 shares of the Company's common stock (the
"Shares") for public trading under the Securities Act of 1993, as amended. As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the stock
option grants under which the Shares will be issued.
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 October 1, 1999, accompanying the consolidated
financial statements of Lifschultz Industries, Inc. and Subsidiaries appearing
in the 1999 Annual Report of the Company (Form 10-KSB) for the year ended July
31, 1999, 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
Provo, Utah
February 23, 2000
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Exhibit 23.2
This exhibit is included within, and is delivered as part of, Exhibit
5.1.
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