Registration Statement No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONCORD CAMERA CORP.
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(Exact name of issuer as specified in its charter)
NEW JERSEY 13-3152196
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(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
35 MILEED WAY, AVENEL, NEW JERSEY 07001
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(Address of Principal Executive Offices) (Zip Code)
CONCORD CAMERA CORP. STOCK OPTION PLAN FOR JOSEPH FUSCO
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(Full title of the plan)
CHIEF FINANCIAL OFFICER
CONCORD CAMERA CORP.
35 MILEED WAY
AVENEL, NJ 07001
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(Name and address of agent for service)
(908) 499-8280
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(Telephone number, including area code, of agent for service)
With a copy to:
RALPH J. SUTCLIFFE, ESQ.
KRONISH, LIEB, WEINER & HELLMAN
1114 Avenue of the Americas
New York, NY 10036-7798
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CALCULATION OF REGISTRATION FEE
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Title of Amount
securities Amount Offering Aggregate of
to be to be price offering registration
registered registered per share(1) price fee
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Common Stock
no par value ......... 30,000 $3.06 $91,800 $31.66
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(1) Pursuant to Rule 457(h)(1), the offering price per share is the price at
which the options issued pursuant to the employee stock option plan may be
exercised.
Page 1 of 12
Exhibit Index Located on Page 9
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the registrant with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement as of their respective dates:
(a) The registrant's annual report on Form 10-K for the fiscal year
ended June 30, 1996.
(b) The description of the registrant's capital stock contained in the
latest registration statement of the registrant under the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(c) The Registrant's Proxy Statement for Annual Meeting of
Shareholders, dated December 22, 1995.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities 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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain members of the law firm of Kronish, Lieb, Weiner & Hellman LLP,
counsel to the registrant, own, in the aggregate, 43,500 shares of the
registrant's no par value common stock ("Common Stock"). A portion of these
shares were purchased in a December 1992 private placement for $5.00 per share.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New Jersey Business Corporation Act ("NJBCA") permits a corporation to
indemnify its directors and officers against reasonable expenses (including
attorney's fees), judgments, fines and amounts paid in settlement incurred by
them in connection with any action or proceeding brought by third parties, if
such directors or officers acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful. In a derivative action (i.e., one by or in the right
of the corporation), indemnification may be made only for reasonable expenses
(including attorneys' fees) incurred by directors and officers in connection
with the defense or settlement of such action if they acted in good faith and in
a manner they reasonably
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believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation unless and only to the extent that the
Superior Court or the court in which such proceeding was brought determines upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the Superior Court or such other court deems
proper. The NJBCA further provides that, to the extent any director or officer
has been successful on the merits or otherwise in defense of any action or
proceeding referred to in this paragraph or in defense of any claim, issue or
matter therein, such person shall be indemnified against reasonable expenses
(including attorneys' fees) incurred by him in connection therewith.
Pursuant to Article SEVENTH of the registrant's Certificate of
Incorporation, as amended, the registrant will indemnify its corporate agents
(as defined in the NJBCA) to the fullest extent permitted by Section 14A:3-5 of
the NJBCA and pursuant to Article EIGHTH of the registrant's Certificate of
Incorporation, as amended, the personal liability of the directors is limited to
the fullest extent permitted by Section 14A:2-7(3) of the NJBCA.
The registrant has entered into a certain indemnification agreement with
Ira J. Hechler in order to induce Mr. Hechler to serve on the board of directors
("Board"). Pursuant to such agreement, Mr. Hechler will be indemnified and held
harmless by the registrant to the fullest extent permitted by the NJBCA
(described above) against all expenses reasonably incurred or suffered in any
action, suit or proceeding involving Mr. Hechler by reason of the fact that he
is or was a director of the registrant or served in another capacity at the
request of the registrant.
Pursuant to a certain Purchase Agreement dated May 29, 1992 between Mr.
Hechler and the registrant, the registrant has also agreed to enter into
indemnification agreements (in the same form as the indemnification agreement
with Mr. Hechler) with the two directors that may be nominated by Mr. Hechler
and elected to the Board.
The registrant has entered into employment agreements with Jack C. Benun,
the former Chairman and Chief Executive Officer, Ira B. Lampert, the current
Chairman and Chief Executive Officer and Steve Jackel, the current President and
Chief Operating Officer (each, individually, an "Officer"), which include
certain indemnification provisions. Pursuant to such provisions, each Officer
will be indemnified and held harmless by the registrant to the fullest extent
permitted or authorized by the registrant's Certificate of
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Incorporation or By-laws, or the NJBCA (described above) against all expenses
reasonably incurred or suffered in any action, suit or proceeding involving any
Officer by reason of the fact that such Officer is or was a director, officer,
or employee of the registrant or served in another capacity at the request of
the registrant.
The registrant has indemnification insurance under which directors and
officers are insured against certain liability that may occur in their capacity
as such.
Item 8. EXHIBITS
4-1 Form of Common Stock Certificate, previously filed with the
Commission as an Exhibit to the registrant's Registration
Statement on Form S-18 (No. 33-21156), declared effective July
12, 1988, and incorporated herein by reference.
5-1 Opinion of counsel re: legality
23-1 Consent of independent accountants
23-2 Consent of counsel (included in Exhibit 5-1 above)
Item 9. UNDERTAKINGS
A. Post-Effective Amendments
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
Securities Act of 1933 ("1933 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, represent a fundamental change in the
information set forth in the registration statement;
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(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 subparagraphs (i) and (ii) above will not apply if
the information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of the employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference 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. CLAIMS FOR INDEMNIFICATION
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, 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 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by 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
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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 1933 Act and will be governed by the
final adjudication of such issue.
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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 the Town of Avenel, State of New Jersey on the 25th day of
October, 1996.
CONCORD CAMERA CORP.
(Registrant)
By: /s/
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Ira B. Lampert,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in all
capacities and on the dates indicated.
Signature Title Date
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(1) Principal Executive Officer:
/s/
- --------------------------------- Chief Executive Officer, October 25, 1996
Ira B. Lampert Chairman and Director
(2) President:
/s/
- --------------------------------- Chief Operating Officer, October 25, 1996
Steve Jackel Director and President
(3) Principal Financial Officer:
/s/
- --------------------------------- Vice President and October 25, 1996
Barry M. Shereck Chief Financial Officer
(4) Principal Accounting Officer:
/s/
- --------------------------------- Corporate Controller October 25, 1996
Harlan I. Press
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(5) Majority of Directors:
/s/
- --------------------------------- Director October 25, 1996
Eli Arenberg
/s/
- --------------------------------- Director October 25, 1996
Morris H. Gindi
/s/
- --------------------------------- Director October 25, 1996
Joel L. Gold
/s/
- --------------------------------- Director October 25, 1996
J. David Hakman
/s/
- --------------------------------- Director October 25, 1996
Ira J. Hechler
/s/
- --------------------------------- Director October 25, 1996
Kent M. Klineman
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EXHIBIT INDEX
Exhibit Page
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4-1 Form of Common Stock Certificate, previously filed with the
Commission as an Exhibit to Registrant's Registration Statement
on Form S-18 (No. 33-21156), declared effective July 12, 1988,
and incorporated herein by reference.
5-1 Opinion of counsel re: legality 10
23-1 Consent of independent accountants 12
23-2 Consent of counsel (included in Exhibit 5-1 above)
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October 25, 1996
Concord Camera Corp.
35 Mileed Way
Avenel, New Jersey 07001
Gentlemen:
We have acted as counsel for Concord Camera Corp. (the "Company"), a New
Jersey corporation, in connection with the registration pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") by the Company
under the Securities Act of 1933, as amended (the "Act"), of 30,000 shares of
the Company's common stock, no par value (the "Common Stock"), to be offered for
sale by the Company upon the exercise of certain stock options ("Options") from
time to time granted to Joseph Fusco pursuant to an employee benefit plan
established for the benefit of Mr. Fusco.
We have examined the Company's Certificate of Incorporation and By-laws,
both as amended, and minute books and such other documents and records as we
have deemed necessary and relevant as a basis for our opinions hereinafter set
forth. For the purposes of this letter, we have assumed the genuineness of all
signatures and the conformity to original documents of all instruments furnished
to us for review or examination as copies.
Based on the foregoing and having regard to such legal considerations as we
have deemed relevant, it is our opinion that:
1. The Company is a corporation duly organized under the laws of the
State of New Jersey.
2. The Common Stock covered by the Registration Statement has been
validly authorized.
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Concord Camera Corp.
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3. When (i) the Common Stock has been duly registered under the Act,
(ii) certificates for the Common Stock have been duly delivered, and (iii)
the Company has received the consideration to be received by it pursuant to
and upon exercise of the related Options, the Common Stock will be validly
issued, fully paid and non-assessable by the Company, with no personal
liability attaching to ownership thereof.
We hereby consent to the inclusion of this opinion in the Registration
Statement and to the references to this firm contained therein.
Very truly yours,
KRONISH, LIEB, WEINER & HELLMAN LLP
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INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the Registration Statement
of Concord Camera Corp. on Form S-8 relating to the certain stock options
("Options") from time to time granted to Joseph Fusco pursuant to an employee
benefit plan established for the benefit of Mr. Fusco of our report dated
September 12, 1996, with respect to the consolidated financial statements and
schedule of Concord Camera Corp. included in the Annual Report on Form 10-K for
the year ended June 30, 1996.
ERNST & YOUNG LLP
MetroPark, New Jersey
October 25, 1996
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