As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LANXIDE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0270253
(State of incorporation) (I.R.S. Employer Identification No.)
1300 Marrows Road, P.O. Box 6077, Newark, Delaware 19714
(Address of principal executive offices) (Zip code)
LANXIDE CORPORATION
1995 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
WARRANT AGREEMENT BETWEEN THE COMPANY
AND CERTAIN INDIVIDUALS LISTED ON SCHEDULE A THERETO
(Full title of the plans)
Robert J. Ferris
1300 Marrows Road, P.O. Box 6077, Newark, Delaware 19714
302) 456-6200
Name, address and telephone number, including area code
of agent for service
Copy to
Robert B. Pincus, Esq
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
Wilmington, Delaware 19801
302) 651-3000
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
Common Stock,
par value
$.01 per share 25,000 shares $22.38(1)(2) $559,500(1)(2) $192.93
66,000 shares $8.50 (3) $561,000 (3) $193.45
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the
basis of the average of the bid and asked price for a share of Common
Stock on the OTC Bulletin Board on June 24, 1996, which is within
five business days prior to filing.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Computed pursuant to Rule 457(h)(1) under the Securities Act.
This Registration Statement on Form S-8 is being filed by
Lanxide Corporation (the "Company") with respect to (i) the
25,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company issuable upon exercise of options
granted pursuant to the Lanxide Corporation Nonemployee
Directors' Stock Option Plan (the "Directors' Plan") and (ii) the
66,000 shares of Common Stock issuable upon exercise of warrants
(the "Warrants") granted to certain officers of the Company and
one non-employee consultant to the Company pursuant to the War-
rant Agreement, dated December 22, 1995, between the Company and
the individuals listed on Schedule A thereto (the "Warrant Agree-
ment").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company heretofore filed with
the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference: (a) the
Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1995, (b) the Company's Quarterly Reports on Form
10-QSB for the fiscal quarters ended December 31, 1995 and March
31, 1996 and (c) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-A/A as filed with
the Commission on October 10, 1995, pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
with respect to the Common Stock. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effec-
tive amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement 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 statement so modified or super-
seded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock being offered
hereby will be passed upon by Skadden, Arps, Slate, Meagher &
Flom at One Rodney Square, Wilmington, Delaware 19801.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation and
By-laws provide that the Company shall indemnify and advance
expenses to its currently acting and its former directors, officers,
employees or agents to the fullest extent permitted by the Delaware
General Corporation Law (the "DGCL"), whenever they are
defendants or threatened to be made defendants in any legal or
administrative proceeding by reason of their relationship with
the Company. Section 145 of the DGCL provides that a corporation
may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of
the corporation), by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if such person acted in good
faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had not reasonable
cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indem-
nification extends only to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an
action and then, where the person is adjudged to be liable to the
corporation, only if and to the extent that the Court of Chancery
of the State of Delaware or the court in which such action was
brought determines that such person is fairly and reasonably
entitled to such indemnity and then only for such expenses as the
court shall deem proper.
The Company is empowered by Section 102(b)(7) of the DGCL to
include a provision in its Restated Certificate of Incorporation
that limits a Director's liability to the Company or its stock-
holders for monetary damages for breaches of his or her fiduciary
duty as a director. The Restated Certificate of Incorporation
states that Directors shall not be liable for monetary damages
for breaches of their fiduciary duty to the fullest extent per-
mitted by the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are being filed herewith or incorpo-
rated herein by reference as exhibits to this Registration Statement:
Exhibit No. Description
4.1 Restated Certificate of Incorporation of
Lanxide Corporation. Incorporated by ref-
erence to Exhibit 3.5 of the Company's
Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995.
4.2 By-laws of Lanxide Corporation. Incorpo-
rated by reference to Exhibit 3.6 of the
Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1995.
5.1 Opinion of Skadden, Arps, Slate, Meagher &
Flom.
23.1 Consent of Skadden, Arps, Slate, Meagher &
Flom (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (set forth on signature
page to this Form S-8 Registration State-
ment).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Regis-
tration Statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment
thereof) which, individually or in the aggregate, rep-
resent a fundamental change in the information set
forth in the registration statement; and (iii) to include
any material information with respect to the plan
of distribution not previously disclosed in this Regis-
tration Statement or any material change to such infor-
mation in this Registration Statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to
the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated
by reference in the 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 therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
and
(3) to remove from registration by means of a post-effec-
tive amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Company 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 (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 refer-
ence in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and con-
trolling persons of the Company pursuant to the DGCL and the
Restated Certificate of Incorporation of the Company, or other-
wise, the Company has been advised that in the opinion of the
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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 Newark,
Delaware, on the 6th day of June, 1996.
LANXIDE CORPORATION
By /s/ Marc S. Newkirk
Marc S. Newkirk
President, Chief Executive Officer
and Director (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS MARC S. NEWKIRK
AND ROBERT J. FERRIS, AND EACH OF THEM, HIS TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
REVOCATION, 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 OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMIS-
SION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH
OF THEM, 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 ATTORNEYS-IN-FACT
AND AGENTS, OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTI-
TUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOW-
ING PERSONS ON BEHALF OF THE COMPANY AND IN THE CAPACITIES
INDICATED AS OF JUNE 6, 1996.
SIGNATURE TITLE DATE
/s/ Marc S. Newkirk President, Chief Executive
Marc S. Newkirk Officer and Director
(Principal Executive Officer) June 6, 1996
/s/ Robert J. Ferris Secretary, Treasurer and
Robert J. Ferris Vice President - Administration
(Principal Accounting Officer) June 6, 1996
/s/ Paul E. Hannesson Chairman of the Board June 6, 1996
Paul E. Hannesson of Directors
/s/ Bentley J. Blum Director June 6, 1996
Bentley J. Blum
/s/ J. Frederick Van Vranken, Jr. Director June 6, 1996
J. Frederick Van Vranken, Jr.
/s/ Stephen A. Weiss Director June 6, 1996
Stephen A. Weiss
EXHIBIT INDEX
Exhibit
Number Description
*4.1 Restated Certificate of Incorporation of
Lanxide Corporation. Incorporated by
reference to Exhibit 3.5 of the Company's
Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995.
*4.2 By-laws of Lanxide Corporation. Incorporated
by reference to Exhibit 3.6 of the Company's
Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (set forth on signature page
to this Form S-8 Registration Statement).
_______________
* Previously filed.
EXHIBIT 5.1
June 26, 1996
Lanxide Corporation
1300 Marrows Road
P.O. Box 6077
Newark, Delaware 19714
Re: Lanxide Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Lanxide Corporation,
a Delaware corporation (the "Company"), in connection with
the preparation of the Registration Statement on Form S-8 of
the Company (the "Registration Statement") being filed today
with the Securities and Exchange Commission (the "Commission").
The Registration Statement relates to the issuance of up to
91,000 shares (the "Shares") of the Company's common stock,
par value $.01 per share (the "Common Stock"). The Shares
consist of (i) 25,000 shares (the "Option Shares") of Common
Stock which have been reserved for issuance upon exercise of
stock options granted and to be granted pursuant to the
Lanxide Corporation Nonemployee Directors' Stock Option
Plan (the "Directors' Plan") and (ii) 66,000 shares (the
"Warrant Shares") of Common Stock issuable upon exercise
of warrants issued to certain officers and one non-employee
consultant to the Company pursuant to the Warrant Agreement,
dated as of December 22, 1995, among the Company and the
individuals listed on Schedule A thereto (the "Warrant Agreement").
This opinion is being furnished to you in accordance with
the requirements of Item 601(b)(5) of Regulation S-B
under the Securities Act of 1933, as amended (the "1933
Act").
In connection with this opinion, we have examined and
are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the following:
(i) the Registration Statement, (ii) the Directors'
Plan, (iii) the form of option agreement, (iv) the
Warrant Agreement, including the form of Warrant attached
thereto, (v) a specimen certificate evidencing the Common
Stock, (vi) the Restated Certificate of Incorporation and
By-laws of the Company, each as currently in effect, and
(vii) certain resolutions adopted by the Board of Direc-
tors of the Company relating to, among other things,
adoption of the Directors' Plan, the execution and delivery
of the Warrant Agreement, the reservation of the shares for
issuance, the filing of the Registration Statement and related
matters.
In such examination, we have assumed the genuineness
of all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to us as
originals, the conformity of all documents submitted to
us as certified, conformed or photostatic copies and the
authenticity of the originals of such documents. In
making our examination of documents executed by parties
other than the Company, we have assumed that such parties
had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed
the due execution and delivery by such parties of such
documents and the validity, binding effect and enforce-
ability thereof. As to any facts material to this opin-
ion which we did not independently establish or verify,
we have relied upon statements and representations of the
Company and its officers and other representatives and
others.
Members of this Firm are admitted to the Bar of the
State of Delaware, and we express no opinion as to the
laws of any other jurisdiction.
Based upon and subject to the foregoing, and to the
limitations, qualifications, exceptions and assumptions
set forth herein, we are of the opinion that:
1. The Option Shares have been duly authorized for
issuance and, when duly executed, issued, de-
livered and paid for in accordance with the
terms of the Directors' Plan and the related
option agreement will be validly issued, fully
paid and nonassessable.
2. The Warrant Shares have been duly authorized
for issuance and, when duly executed, issued,
delivered and paid for in accordance with the
terms of the Warrant Agreement will be validly
issued, fully paid and nonassessable.
This opinion is being furnished to you in connection
with the filing of the Registration Statement and, except
as set forth in the next sentence, is solely for your
benefit and is not to be used, circulated, quoted or
otherwise referred to for any other purpose or relied
upon by any other person for any other purpose without
our express prior written consent. We hereby consent to
the filing of this opinion with the Commission as Exhibit
5.1 to the Registration Statement. In giving this con-
sent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations of the Commis-
sion promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated December 20, 1995 appearing on page 24 of Lanxide
Corporation's Annual Report on Form 10-KSB for the year
ended September 30, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
June 24, 1996
