As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
SHOWPOWER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4678707
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
18420 S. SANTA FE AVENUE,
RANCHO DOMINGUEZ, CALIFORNIA 90221
(Address of Principal Executive Offices) (Zip Code)
SHOWPOWER, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plans)
JOHN J. CAMPION
CHIEF EXECUTIVE OFFICER
SHOWPOWER, INC.
18420 S. SANTA FE AVENUE, RANCHO DOMINGUEZ, CALIFORNIA
(Name and address of agent for service)
(310) 604-9676
(Telephone number, including area code, of agent for service)
COPY TO:
David C. Worrell
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204-1782
(317) 237-0300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
(2) (2)
<S> <C> <C> <C> <C>
Common Stock, 434,500 $4.00 (3) $1,738,000 (3) $483.17 (3)
$0.01 par value
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers such additional shares of
Common Stock as may be offered or issued to prevent dilution resulting from
stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. Shares offered
pursuant to incentive stock options granted under the Showpower, Inc. 1998
Stock Option and Incentive Plan (the "Plan") are to be offered at not less
than fair market value of one share of Common Stock of Showpower, Inc. on
the date the options are granted, and shares offered pursuant to
nonqualified stock options granted under the Plan are to be offered at not
less than 85% of the fair market value of one share of Common Stock of
Showpower, Inc. on the date the options are granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low sale prices of the Common Stock as
reported by The American Stock Exchange ("AMEX") on May 26, 1999.
<PAGE>
This Registration Statement is filed to register additional shares under an
employee benefit plan pursuant to Instruction E of Form S-8. The Registrant's
Registration Statement on Form S-8, Registration No. 333-60709, is incorporated
herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Rancho Dominguez, State of California, on May 27, 1999.
SHOWPOWER, INC.
By:
John J. Campion
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names. Each
person whose signature appears below hereby authorizes each of John J. Campion
and Jeffrey B. Stone, each with full power of substitution, to execute in the
name and on behalf of such person any amendment and any post-effective
amendment to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, making such changes in
this Registration Statement as the registrant deems appropriate, and appoints
each of John J. Campion and Jeffrey B. Stone, each with full power of
substitution, attorney-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.
Signatures Capacity Date
/S/ JOHN J. CAMPION Chief Executive Officer and Director May 27, 1999
John J. Campion (Principal Executive Officer)
/S/ MICHAEL W. CRABBE Vice President/Chief Financial Officer May 27, 1999
Michael W. Crabbe (Principal Financial Officer and
Principal Accounting Officer)
/S/ JEFFREY B. STONE Chairman of the Board May 27, 1999
Jeffrey B. Stone
/S/ JOSEPH A. ADES Director May 27, 1999
Joseph A. Ades
/S/ ERIC C. JACKSON Director May 27, 1999
Eric C. Jackson
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit DESCRIPTION OF EXHIBIT
NO.
<S> <C>
4.1 Certificate of Incorporation of the Registrant, as amended to date. (The
copy of this Exhibit filed as Exhibit 3.1 to the Company's Registration
Statement on Form SB-2 (Registration No. 333-50595) is incorporated herein
by reference.)
4.2 By-Laws of the Registrant, as amended to date. (The copy of this Exhibit
filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2
(Registration 333-50595) is incorporated herein by reference.)
4.3(a) 1998 Stock Option and Incentive Plan. (The copy of the Exhibit as filed as
Exhibit 10.1 to the Company's Registration Statement on Form SB-2
(Registration 333-50595) is incorporated herein by reference.)
4.3(b) First amendment to the Registrant's 1998 Stock Option and Incentive Plan.
5 Opinion of Baker & Daniels regarding legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker & Daniels (included in Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the Registration
Statement).
</TABLE>
EXHIBIT 4.3 (B)
FIRST AMENDMENT TO SHOWPOWER, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
WHEREAS, the Board of Directors of Showpower, Inc. (the "Company") adopted
the Showpower, Inc. 1998 Stock Option and Incentive Plan (the "Plan") on
January 1, 1998; and
WHEREAS, the Plan was approved by the stockholders of the Company on January
1, 1998; and
WHEREAS, the Company now desires to amend the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 7 of the Plan is hereby amended to read in its entirety as
follows:
7. SHARES SUBJECT TO PLAN, LIMITATIONS ON GRANTS AND EXERCISE PRICE.
Subject to adjustment by the operation of Section 12 of the Plan:
(a) The maximum number of Shares which may be issued under Awards
under the Plan shall not exceed 1,000,000 Shares. The Shares may be
either authorized and unissued Shares or Shares acquired by the
Company and held as treasury Shares. Shares that are withheld to
satisfy payment of the Exercise Price or any tax withholding
obligation and any Shares subject to an Award which expires,
terminates or is surrendered for cancellation may be subject to new
Awards under the Plan.
(b) The number of Shares which may be issued hereunder to any
Employee during any calendar year under all forms of Awards shall not
exceed 141,375 Shares.
(c) The Exercise Price for Shares awarded under Incentive Stock
Options may not be less than the Market Value of the Shares on the
Date of Grant; provided, however, the Exercise Price may not be less
than 110% of Market Value with respect to Incentive Stock Options
granted to any Employee who, together with persons whose stock
ownership is attributed to the Employee pursuant to Code Section
424(d), owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any of its
Affiliates. The Exercise Price for Shares awarded under Nonqualified
Stock Options may not be less than 85% of the Market Value of the
Shares on the Date of Grant.
2. Except as expressly amended by this Amendment, the terms and conditions
of the Plan shall remain in effect.
3. This Amendment to the Plan shall become effective upon its approval by
the Board of Directors and stockholders of the Company.
APPROVED BY THE BOARD OF DIRECTORS OF
SHOWPOWER, INC. AS OF APRIL 15, 1999
APPROVED BY THE STOCKHOLDERS OF
SHOWPOWER, INC.
AS OF MAY 27, 1999
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
June 1, 1999
Showpower, Inc.
18128 S. Santa Fe Avenue
Rancho Dominguez, California 90221
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Showpower, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Company's Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act
of 1933 (the "Act"), registering the offer and sale of up to 434,500 shares
(the "Incentive Shares") of the Company's common stock, $0.01 par value (the
"Common Stock"), pursuant to the Company's 1998 Stock Option and Incentive
Plan, as amended (the "Incentive Plan").
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the Incentive Shares have
been duly authorized and, when issued in accordance with the Incentive Plan,
will be validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons who consent is required under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Showpower, Inc. on Form S-8 of our report dated March 24, 1999, appearing in
the Annual Report on Form 10-KSB of Showpower, Inc. for the year ended December
31, 1998.
/s/ Deloitte & Touche LLP
Los Angeles, California
May 28, 1999
