As filed with the Securities and Exchange Commission on May 15,
1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POLYVISION CORPORATION
(formerly Information Display Technology, Inc.)
(Exact name of issuer as specified in its charter)
New York 13-3482597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
866 North Main Street Extension 06492
Wallingford, Connecticut (Zip Code)
(Address of Principal Executive
Offices)
1996 Union Stock Grant Plan
(Full title of the plan)
Alan J. Nickerson
Chief Financial Officer and Secretary
PolyVision Corporation
866 North Main Street Extension
Wallingford, Connecticut 06492
(Name and address of agent for service)
(203) 294-6906
(Telephone number, including area code, of agent for service)
Copies of communications to:
Spencer G. Feldman, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel
153 East 53rd Street
New York, New York 10022
Tel: (212) 801-9200
Fax: (212) 223-7161
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
offering aggre- Amount of
Title of Amount price gate registra-
securities to be to be per share offering tion
registered registered (1) price(1) fee
Common Stock, $.001 230,000 $1.940 $445,625 $153.66
par value shares
</TABLE>
(1) Pursuant to Rule 457(c), the offering price and amount of
registration fee have been calculated based on the average of
the reported high and low sale prices of the issuer's Common
Stock on the American Stock Exchange on May 13, 1996.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
PolyVision Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the
following documents (Commission File No. 1-10555):
(a) the Registrant's Transition Report on Form 10-K
for the period ended April 30, 1995;
(b) the Registrant's Quarterly Reports on Form 10-Q
for the quarterly periods ended July 31, 1995, October 31, 1995 and
January 31, 1996; and
(c) the Registrant's Proxy Statement for the Annual
Meeting of Shareholders, dated May 1, 1995; and
(d) the Registrant's Registration Statement on Form
8-A, dated June 13, 1990.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the Business Corporation Law of New
York (the "New York Law") provides that a corporation may indemnify
any person made or threatened to be made a party to a civil or
criminal action or proceeding, other than one by or in the right of
the corporation to procure a judgment in its favor, by reason of
the fact that such person, or such person's testator or intestate,
was a director or officer of the corporation, or in such capacity
served another corporation or other enterprise in any capacity at
the request of the corporation, against judgments, fines, amounts
paid in settlement, and reasonable expenses, including attorneys'
fees actually and necessarily incurred as a result of such action
or proceeding, or any appeal therein, if the director or officer
acted in good faith for a purpose which he or she reasonably
believed to be in (or, in the case of service to another
corporation or other enterprise at the request of the corporation,
not opposed to) the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable
cause to believe his or her conduct to be unlawful. Section 722 of
the New York Law also permits indemnification by a corporation of
any such person made or threatened to be made a party to an action
by or in the right of the corporation to procure a judgment in its
favor, against amounts paid in settlement and reasonable expense,
including attorneys' fees, actually and necessarily incurred by him
or her in connection with the defense or settlement of such an
action, or in connection with an appeal therein, if the director or
officer acted in good faith for a purpose which he or she
reasonably believed to be in (or, in the case of service as a
director or officer to another corporation or other enterprise at
the request of the corporation, not opposed to) the best interests
of the corporation, provided that no such indemnification is
available in respect of (i) a threatened action, or a pending
action which is settled or otherwise disposed of, or (ii) any
claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought or, if no
action was brought, any court of competent jurisdiction determines
upon application that, in view of all the circumstances of the
case, the person is fairly and reasonably entitled to
indemnification for such portion of the settlement amount and
expenses as the court deems proper.
Section 721 of the New York Law states that the
provisions of the New York Law concerning indemnification and
advancement of expenses are not exclusive of any other rights to
which a director or officer seeking indemnification or advancement
of expenses may be entitled and allows a corporation to grant
additional rights of indemnification and advancement of expenses to
its directors and officers pursuant to its certificate of
incorporation or by-laws or, when authorized by the certificate of
incorporation or by-laws, by (a) a resolution of shareholders, (b)
a resolution of directors, or (c) an agreement providing for such
indemnification, provided that no judgment or other final
adjudication adverse to a director or officer seeking
indemnification establishes that (i) his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty
and were material to the claim so adjudicated or (ii) he or she
personally gained a financial profit or other advantage to which he
or she was not legally entitled.
Article SEVENTH of the Certificate of Incorporation
of the Registrant provides in part as follows:
"The Corporation may, to the fullest extent
permitted by Sections 721 through 726 of the Business Corporation
Law of New York, indemnify any and all directors and officers whom
it shall have power to indemnify under the said sections from and
against any and all of the expenses, liabilities or other matters
referred to in or covered by such section, and the indemnification
provided for herein shall not be deemed exclusive of any other
rights to which the persons so indemnified may be entitled under
any By-law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to acting in his official capacity
and as to action in another capacity by holding such office, and
shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefits of the heirs, executors and
administrators of such a person."
The Registrant's officers and directors are each
covered under a directors' and officers' liability insurance policy
and an indemnification agreement with the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See "EXHIBIT INDEX" on page II-7 below.
ITEM 9. UNDERTAKINGS.
(a) 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;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registra-
tion 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 informa-
tion 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 paragraphs
(a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, 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) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
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) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
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 Securities Act
and will be governed by the final adjudication of such issue.
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 New York, State of New York, on May 2, 1996.
POLYVISION CORPORATION
By:/s/ Ivan Berkowitz
Ivan Berkowitz
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ivan Berkowitz,
Joseph A. Menniti and Alan J. Nickerson his true and lawful attor-
neys-in-fact and agents, with full power of substitution, for him
and in his name, and in any and all capacities, to sign all
amendments (including post-effective amendments) to the Registra-
tion Statement to which this power relates and all exhibits thereto
and other documents to be filed in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or substitute or sub-
stitutes, may lawfully do or cause to be done by virtue hereof.
____________________
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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<TABLE>
<S> <C> <C>
Signature Capacity Date
/s/Steven S. Elbaum Chairman of the May 2, 1996
Steven S. Elbaum Board and Director
/s/Ivan Berkowitz Chief Executive May 2, 1996
Ivan Berkowitz Officer and Director
(principal executive
officer)
/s/Alan J. Nickerson Chief Financial May 8, 1996
Alan J. Nickerson Officer and Secretary
(principal financial
and accounting
officer)
Director
Lyman C. Hamilton,
Jr.
/s/Stephen C. Knup Director May 2, 1996
Stephen C. Knup
/s/Robert J. Levenson Director May 5, 1996
Robert J. Levenson
/s/Thomas M. Ramseur Director May 2, 1996
Thomas M. Ramseur
/s/Bragi F. Schut Director May 2, 1996
Bragi F. Schut
</TABLE>
EXHIBIT INDEX
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<S> <C> <C>
Exhibit
Number Description Sequential
Page No.
*4.5 Specimen form of New Common Stock
Certificate of PolyVision
Corporation.
5.1 Opinion of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel.
10.1 PolyVision Corporation 1996 Union
Stock Grant Plan.
24.1 Consent of Arthur Andersen LLP,
independent public accountants.
24.2 Consent of Price Waterhouse LLP,
independent accountants.
24.3 Consent of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel
(included as Exhibit 5.1).
25.1 Power of Attorney (contained
on signature page).
</TABLE>
______________________________
* Incorporated herein by reference to Registration Statement on
Form S-2, effective June 9, 1995 (No. 33-93010).
EXHIBIT 5.1
GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL
Citicorp Center
153 East 53rd Street
New York, New York 10022
May 14, 1996
PolyVision Corporation
866 North Main Street Extension
Wallingford, CT 06492
Gentlemen:
We have acted as counsel to PolyVision Corporation, a New York
corporation (the "Company"), and have reviewed the Company's
Registration Statement on Form S-8 covering 230,000 shares of the
Company's authorized but unissued Common Stock, par value $.001 per
share (the "Common Stock"), issuable pursuant to the 1996 Union
Stock Grant Plan (the "Plan"). It is our opinion that the shares
of Common Stock, when granted under the terms of the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the above-
referenced Registration Statement. In giving such consent, we do
not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL
EXHIBIT 10.1
POLYVISION CORPORATION
1996 UNION STOCK GRANT PLAN
1. PURPOSE OF PLAN. The Board of Directors (the "Board") of
PolyVision Corporation, a New York corporation (the "Corporation"),
in recognition of and in consideration for the many years of
faithful service by the members of the Carpenters Union at the
Corporation's Dixonville, Pennsylvania plant (the "Union"), and for
certain concessions made by such members under the terms of a new
three-year labor contract, and in anticipation of their future
service to the Corporation under such labor contract, grants to the
112 members of the Union in the employ of the Corporation, pursuant
to this 1996 Union Stock Grant Plan (the "Plan"), an aggregate of
230,000 shares of Common Stock, par value $.01 per share, of the
Corporation (the "Common Stock").
2. TIME OF PAYMENT. Each member of the Union in the
employ of the Corporation as of February 29, 1996 shall be entitled
as of such date to 2,000 shares of Common Stock, except for 12
supervisors who will each receive 2,500 shares of Common Stock, to
be granted pursuant to the Plan.
3. RESTRICTIONS ON TRANSFER OF COMMON STOCK. To the
extent a member of the Union receiving shares of Common Stock is
deemed an affiliate of the Corporation within the meaning of Rule
144 promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, he must comply with all
requirements of such Rule (other than the two-year holding period
requirement) in any sale of Common Stock received pursuant to the
Plan, or must sell such Common Stock pursuant to an appropriate
registration under such Act.
4. MAXIMUM NUMBER OF SHARES SUBJECT TO THE PLAN. The
maximum aggregate number of shares of Common Stock to be issued
pursuant to the Plan shall be 230,000 shares.
5. ADOPTION OF PLAN. The Plan was adopted by the
Unanimous Written Consent of the Board, dated and effective as of
February 29, 1996, to read in its entirety as herein set forth.
6. GOVERNING LAW. The validity and construction of the
Plan shall be governed by and construed in accordance with the laws
of the State of New York, without regard to principles of conflicts
of law.
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration
statement of (a) our report dated June 20, 1995 (except
with the respect to the matters discussed in Notes 8, 9
and 17, as to which the date is July 21, 1995) included
in PolyVision Corporation's Form 10-K for the year ended
April 30, 1995; and (b) to our report dated June 29,
1994, on the combined financial statements of Alpine
PolyVision, Inc. and Posterloid Corporation included in
Information Display Technology, Inc.'s Proxy Statement
dated May 1, 1995.
ARTHUR ANDERSEN LLP
New Haven, Connecticut
May 14, 1996
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form
S-8 of our report dated March 17, 1995, on the financial statements
of Information Display Technology, Inc. as of December 31, 1994 and
for each of the three years in the period then ended, which appears
on page F-1 of the Information Display Technology, Inc. Proxy
Statement for Annual Meeting of Shareholders, dated May 1, 1995.
Price Waterhouse LLP
Pittsburgh, Pennsylvania
May 14, 1996
