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Registration Statement No.333_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.)
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida, 33021
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(Address of Principal Executive Offices) (Zip Code)
Concord Camera Corp. Incentive Plan
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(Full title of the plan)
Assistant Secretary
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, Florida 33021
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(Name and address of agent for service)
(954) 331-4200
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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 LLP
1114 Avenue of the Americas
New York, NY 10036-7798
1
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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 1,000,000 $5.41 $5,410,000 $1,503.98
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(1) Average of the high and low prices as reported on the Nasdaq National
Market on June 14, 1999, pursuant to Rule 457(h)(1).
The contents of the Registration Statement on Form S-8
(File No. 33-74754) of Concord Camera Corp. are incorporated herein by
reference.
Exhibits.
5.1 Opinion of counsel as to legality of the shares of common
stock covered by this Registration Statement.
23.1 Consent of counsel (included within Exhibit 5.1)
23.2 Consent of Independent Certified Public Accountants
2
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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 City of Hollywood, State of Florida on this date of June
11, 1999.
CONCORD CAMERA CORP.
(Registrant)
By:/s/ Ira B. Lampert
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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
--------- ----- ----
(1) Principal Executive
Officer:
/s/ Ira B. Lampert Chief Executive June 11, 1999
---------------------- Officer, Chairman,
Ira B. Lampert President and Director
(2) Principal Financial
Officer and Principal
Accounting Officer:
/s/ Harlan I. Press Corporate June 11, 1999
---------------------- Controller and
Harlan I. Press Assistant Secretary
3
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(3) Majority of Directors:
/a/ Eli Arenberg Director June 11, 1999
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Eli Arenberg
/s/ Morris H. Gindi Director June 11, 1999
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Morris H. Gindi
/s/ Joel L. Gold Director June 11, 1999
----------------------
Joel L. Gold
/s/ J. David Hackman Director June 11, 1999
----------------------
J. David Hakman
/s/ Kent M. Klineman Director June 11, 1999
----------------------
Kent M. Klineman
4
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EXHIBIT INDEX
Exhibit Page
5.1 Opinion of counsel as to legality of the shares of common
stock covered by this Registration Statement.
23.1 Consent of counsel (included within Exhibit 5.1)
23.2 Consent of Independent Certified Public Accountants
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June 11, 1999
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, FL. 33021
Ladies and 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
1,000,000 additional shares of the Company's common stock, no par value (the
"Common Shares"), to be offered for sale by the Company from time to time under
the Company's Incentive Plan effective November 29, 1993 (the "Plan").
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 Shares covered by the Registration Statement
have been validly authorized.
3. When (i) the Common Shares have been duly registered under
the Act, (ii) certificates for the Common Shares 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 awards under the Plan, the Common Shares
will be validly issued, fully paid and non-assessable by the Company, with no
personal liability attaching to ownership thereof.
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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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Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_________) pertaining to the Concord Camera Corp. Incentive Plan of
our report dated August 24, 1998, with respect to the consolidated financial
statements and schedule of Concord Camera Corp. included in its Annual Report
(Form 10-K) for the year ended June 30, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Miami, Florida
June 9, 1999
