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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 Steve Buescher
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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
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 6,000 $6.25 $37,500 $7.50
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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
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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 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.
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
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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)
Item 9. Undertakings
A. Post-Effective Amendments
The undersigned registrant hereby undertakes:
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(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.
(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 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,
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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.
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
6,000 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 Steve Buescher pursuant to an employee
benefit plan established for the benefit of Mr. Buescher.
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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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 Steve Buescher 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
