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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. Stock Option Plan For Wilfried Bittner
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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
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CALCULATION OF REGISTRATION FEE
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 10,000 $3.19 $31,900 $6.38
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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.
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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, 1998, quarterly report on Form 10-Q for the quarter ended
October 3, 1998, quarterly report on Form 10-Q for the quarter ended January 2,
1999 and quarterly report on Form 10-Q for the quarter ended April 3, 1999.
(b) The registrant's Proxy Statement for the Annual Meeting of
Shareholders held on April 22, 1999.
(c) 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").
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 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.
Item 5. Interests of Named Experts and Counsel.
As of June 1, 1999, certain members of the law firm of Kronish
Lieb Weiner & Hellman LLP, counsel to the registrant, own, in the aggregate,
124,600 shares of the registrant's no par value common stock ("Common Stock").
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 costs,
disbursements, attorneys' fees, judgments, fines, penalties and amounts paid in
settlement incurred by them in connection with any 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 costs, disbursements and 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
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manner they reasonably believed to be in, or not opposed to, the best interests
of the corporation; however, no indemnification shall be made if such directors
and officers 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 circumstances of the case, such directors and officers are
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 costs, disbursements, and 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.
Prior to Ira J. Hechler's being elected to the Board of
Directors (the "Board"), the registrant entered into an indemnification
agreement with Mr. Hechler in order to encourage Mr. Hechler to serve on the
Board. Mr. Hechler ceased to be a director of the registrant in April 1999.
Pursuant to such agreement, Mr. Hechler, and his heirs, executors and
administrators, 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 was a director of the registrant or served
in another capacity at the request of the registrant.
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Pursuant to a certain Purchase Agreement dated May 29, 1992
between Mr. Hechler and the registrant, the registrant also agreed to enter into
indemnification agreements (in the same form as the indemnification agreement
with Mr. Hechler) with the directors that were nominated by Mr. Hechler and
elected to the Board.
The registrant has entered into employment agreements with Ira
B. Lampert ("Lampert"), the Chairman and Chief Executive Officer, and Steve
Jackel ("Jackel"), the former President and Chief Operating Officer and
currently a consultant to the registrant, which include certain indemnification
provisions. Pursuant to such provisions, each of Lampert and Jackel, as the case
may be, will be indemnified and held harmless by the registrant to the fullest
extent permitted or authorized by the registrant's Certificate of Incorporation
or By-laws, or the NJBCA (described above) against all expenses reasonably
incurred or suffered in any action, suit or proceeding involving Lampert or
Jackel by reason of the fact that Lampert or Jackel 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 Certified Public Accountants
23-2 Consent of counsel
(included in Exhibit 5-1 above)
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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;
(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 with or furnished to the
Securities and Exchange Commission (the "Commission") by the registrant pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.
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(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. Incorporated Annual and Quarterly Reports
The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and,
where interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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D. 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 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 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 Hollywood, State of Florida on this 11th day of
June, 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
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(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
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(3) Majority of Directors:
/S/ 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
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Joel L. Gold
/S/ J. David Hakman Director June 11, 1999
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J. David Hakman
/S/ Kent M. Klineman Director June 11, 1999
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Kent M. Klineman
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EXHIBIT INDEX
Exhibit
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
23-1 Consent of Independent Certified Public Accountants
23-2 Consent of counsel
(included in Exhibit 5-1 above)
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June 11, 1999
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - Suite 650N
Hollywood, FL 33021
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
10,000 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 Wilfried Bittner pursuant to an
employee benefit plan established for the benefit of Mr. Bittner.
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.
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Concord Camera Corp.
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2. The Common Stock covered by the Registration Statement has
been validly authorized.
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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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. Stock Option Plan
for Wilfried Bittner 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
