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Registration No. 33- __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________________
RECOGNITION INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 75-1080346
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2701 EAST GRAUWYLER ROAD, IRVING, TEXAS 75061
(Address of Principal Executive Offices) (Zip Code)
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___________________________________
1990 CORPORATE INCENTIVE PLAN
AND
STOCK OPTION PLAN VII
(Full title of the plan)
___________________________________
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<S> <C>
THOMAS A. LOOSE ROBERT A. VANOUREK
RECOGNITION INTERNATIONAL INC. RECOGNITION INTERNATIONAL INC.
2701 EAST GRAUWYLER ROAD 2701 EAST GRAUWYLER ROAD
IRVING, TEXAS 75061 IRVING, TEXAS 75061
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(Name and address of agents for service)
(214)579-6000
(Telephone number, including area code, of agent for service)
____________________________________________________________________________
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per unit (1) price (1) fee
-------------------- ------------ ----------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par value $.25 895,000 shares (2) $10 1/8 $9,061,875 $3,124.78
Preferred Stock Purchase Rights (3) (3) (3) (3)
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____________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee,
which has been computed in accordance with Rules 457(c) and 457(h). On
April 26, 1994, the average of the high and low prices of the Common
Stock reported in the consolidated reporting system was $10 1/8.
(2) Includes 745,000 shares to be issued pursuant to the 1990 Corporate
Incentive Plan and 150,000 shares to be issued pursuant to Stock Option
Plan VII.
(3) Each share of Common Stock has an associated integral Preferred Stock
Purchase Right ("Right"). There are hereby registered Rights, which are
related to shares of Common Stock in the ratio of one Right to one
share, are not evidenced by separate certificates and may not be
transferred except upon transfer of the related shares. The value
attributable to the Rights is reflected in the market value of the
related shares of Common Stock and, therefore, the inclusion of the
Rights does not increase the proposed maximum aggregate offering price
under this Registration Statement. Consequently, no additional
registration fee is payable for the registration of the Rights.
________________________________________________
*The Prospectus used in connection with this Registration Statement,
pursuant to Rule 429 under the Securities Act of 1933, also relates to the
Registrant's Registration Statements on Form S-8 (Registration Nos. 2-71398,
2-77114, 2-83512, 2-91863, 33-1859, 33-14448, 33-33299, 33-43327 and 33-
60720).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by
reference in the registration statement. All documents subsequently filed
by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of
a post-effective 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 the registration statement and
to be part thereof from the date of filing of such documents.
(a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or in the case of the registrant,
either (1) the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933 (the "Act") that contains audited financial
statements for the registrant's latest fiscal year for which such
statements have been filed, or (2) the registrant's effective
registration statement on Form 10 or Form 20-F filed under the
Exchange Act containing audited financial statements for the
registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(c) If the class of securities to be offered is registered under
Section 12 of the Exchange Act, the description of such class of
securities contained in a registration statement filed under such
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Registrant is a Delaware corporation. Under Section 145 of the Delaware
Corporation Law, registrant is permitted to indemnify its officers and
directors, subject to certain limitations.
Reference is made to Article Eleventh of registrant's Restated
Certificate of Incorporation filed as Exhibit 4.1 hereto and to Article IX
of registrant's By-Laws filed as Exhibit 4.6 hereto.
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Registrant has obtained insurance the general effect of which is to
provide (a) coverage for registrant with respect to amounts which it is
required or permitted to pay to officers or directors under the
indemnification provisions set forth in Section 145 of the Delaware
Corporation Law, Article Eleventh of registrant's Restated Certificate of
Incorporation and Article IX of registrant's By-Laws, and (b) coverage for
the officers and directors of registrant for liabilities (including
liabilities under the Federal securities laws) incurred by such persons in
their capacities as officers or directors for which they are not indemnified
by registrant.
The foregoing summaries are necessarily subject to the complete text of
the statute, charter, by-laws, insurance contracts and agreements referred
to above, and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The information required by this Item 8 is set forth in a separate
section entitled "INDEX TO EXHIBITS" which appears beginning on page II-6 of
this registration statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
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, represents a fundamental change in the information set forth
in the registration statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the
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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 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 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.
(h) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 above, 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 Act and will be governed by the final
adjudication of such issue.
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POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agents for service named in this Registration Statement, with
full power to act alone, to file one or more amendments to the Registration
Statement, which amendments may make such changes in the Registration
Statement as either such agent for service deems appropriate, and the
registrant and each such person hereby appoints the agents for service, with
full power to act alone, as attorneys-in-fact to execute in the name and on
the behalf of the registrant and any such person, individually and in each
capacity stated below, any such amendments to the Registration Statement.
SIGNATURES
The Registrant. 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 Irving, State of
Texas, on April 28 , 1994.
RECOGNITION INTERNATIONAL INC.
(Registrant)
By: /s/ ROBERT VANOUREK
------------------------------
Robert Vanourek, President
and Chief Executive Officer
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 dates indicated.
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Signatures Title Date
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/s/ ROBERT VANOUREK President and Chief Executive April 28 , 1994
- ------------------------ Officer and Director ------------
Robert Vanourek (Principal Executive Officer)
/s/ ROBERT M. SWARTZ Senior Vice President and April 28 , 1994
- ------------------------ Chief Financial Officer ------------
Robert M. Swartz (Principal Financial Officer)
/s/ THOMAS HOEFERT Vice President and Controller April 28 , 1994
- ------------------------ (Principal Accounting Officer) ------------
Thomas E. Hoefert
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Signatures Title Date
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/s/ LUCIE J. FJELDSTAD Director April 28 , 1994
- ------------------------- --------------
Lucie J. Fjeldstad
/s/ JAMES F. GERO Director April 28 , 1994
- ------------------------- --------------
James F. Gero
/s/ WILLIAM C. HITTINGER Director April 28 , 1994
- ------------------------- --------------
William C. Hittinger
/s/ GILBERT H. LAMPHERE Director April 28 , 1994
- ------------------------- --------------
Gilbert H. Lamphere
/s/ THOMAS A. LOOSE Director April 28 , 1994
- ------------------------- --------------
Thomas A. Loose
/s/ A. A. MEITZ Director April 28 , 1994
- ------------------------- --------------
A. A. Meitz
/s/ WILLIAM H. WALTRIP Director April 28 , 1994
- ------------------------- --------------
William H. Waltrip
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF INSTRUMENT
- ------- -------------------------
4.1 Restated Certificate of Incorporation effective May 30, 1974
(incorporated by reference to Exhibit 3.1 to registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1993).
4.2 Amendment to Article First of registrant's Restated Certificate of
Incorporation effective March 12, 1993 (incorporated by reference
to Exhibit 28(b) to registrant's Current Report on Form 8-K dated
March 12, 1993).
4.3 Amendment to Article Fourth of registrant's Restated Certificate
of Incorporation effective April 3, 1985 (incorporated by
reference to Exhibit 3.3 to registrant's Annual Report on Form 10-
K for the fiscal year ended October 31, 1993).
4.4 Amendment adding Article Thirteenth to registrant's Restated
Certificate of Incorporation effective March 16, 1987
(incorporated by reference to Exhibit 3.4 to registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1992).
4.5 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock effective September 28, 1992
(incorporated by reference to Exhibit 3.5 to registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1992).
4.6 By-Laws, as amended and restated as of October 28, 1993
(incorporated by reference to Exhibit 3.6 to registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1993).
4.7 Indenture dated as of April 3, 1986 and First Supplemental
Indenture dated as of November 1, 1987 between registrant and
MBank Dallas, National Association, as Trustee, with respect to
registrant's 7-1/4% Convertible Subordinated Debentures due 2011
(incorporated by reference to Exhibit 4.1 to registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1992).
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EXHIBIT DESCRIPTION OF INSTRUMENT
- ------- -------------------------
4.8 Rights Agreement dated as of September 18, 1992 between registrant
and Society National Bank as Rights Agent (incorporated by
reference to registrant's Form 8-A Registration Statement dated
September 25, 1992).
5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
15 Not applicable.
23.1 Consent of Independent Accountants.
24 Not applicable.
25 Not applicable.
27 Not applicable.
28 Not applicable.
99 Not applicable.
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EXHIBIT 5.1
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LAW OFFICES OF 2200 ROSS AVENUE . SUITE 2200 NEW ORLEANS OFFICE
LOCKE PURNELL RAIN HARRELL DALLAS . TEXAS 75201-6776 601 POYDRAS STREET . SUITE 2400
(A PROFESSIONAL CORPORATION) (214) 740-8000 NEW ORLEANS . LOUISIANA 70130-6036
FAX: (214) 740-8800 (504) 558-5100
TELEX: 73-0911 LOCKE DAL
WRITER'S DIRECT DIAL NUMBER 740-8623
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April 27, 1994
Recognition International Inc.
2701 E. Grauwyler Road
Irving, Texas 75061
Gentlemen:
We have acted as special counsel for Recognition International Inc., a
Delaware corporation ("Recognition"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") covering an aggregate
of 895,000 shares of its Common Stock, $.25 par value, and a like number of
related Preferred Stock Purchase Rights (collectively, the "Securities"),
reserved for issuance in connection with performance awards, or upon
exercise of options or rights, that have been or may from time to time
hereafter be granted pursuant to Recognition's 1990 Corporate Incentive Plan
and Recognition's Stock Option Plan VII (individually, a "Plan," and
collectively, the "Plans"). As such counsel, we have examined originals, or
copies authenticated to our satisfaction, of such documents, instruments,
certificates of public officials and officers of Recognition and such other
items as we have deemed necessary as a basis for the opinions hereinafter
expressed. As to matters of fact relevant to such opinions, we have, where
such facts were not independently established, relied to the extent we
deemed appropriate upon statements of officers and representatives of
Recognition.
Based and relying upon the foregoing, it is our opinion, and we so
advise you, that, assuming with respect to Securities issued after the date
hereof, (i) the receipt of proper consideration, if applicable, for the
issuance thereof in excess of the par value thereof, (ii) the availability
of a sufficient number of Securities authorized by Recognition's Restated
Certificate of Incorporation as amended and then in effect, (iii) compliance
with the terms of the applicable Plan and any agreement entered into in
connection with any options, rights and performance awards under the
applicable Plan, and (iv) no change occurs in the applicable law or the
pertinent facts, the Securities issuable upon exercise of any option granted
under the Plans or any right granted under the 1990 Corporate Incentive
Plan, and the Securities issuable pursuant to any performance awards granted
under the 1990 Corporate Incentive Plan, will be duly authorized and validly
issued, fully paid and nonassessable.
<PAGE> 3
Recognition International Inc.
April 27, 1994
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit
that we come within the categories of persons whose consent is required by
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ DON M. GLENDENNING
------------------------
Don M. Glendenning
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 6, 1993, which appears on
page 39 of the 1993 Annual Report to Stockholders of Recognition
International Inc., which is incorporated by reference in Recognition
International Inc.'s Annual Report on Form 10-K for the year ended October
31, 1993. We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears on page F-1 of such
Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
Dallas, Texas
April 28, 1994
