As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-
--------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
RICHTON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 05-012205
(State or other jurisdiction (I.R.S. employee
of incorporation or organization) identification no.)
767 Fifth Avenue
New York, New York 10153
(Address of principal executive offices)
Richton International Corporation 1990 Long-Term Incentive Plan, as amended
Richton International Corporation 2000 Long-Term Incentive Plan
(Full title of Plan)
Cornelius F. Griffin
Vice President and Chief Financial Officer
Richton International Corporation
767 Fifth Avenue
New York, New York 10153
(Name and address of agent for service)
(212) 751-1445
(Telephone number, including area code of agent for service)
-------------------
Copy to:
Marshall E. Bernstein, Esq.
Robinson Brog Leinwand Greene Genovese & Gluck P.C.
1345 Avenue of the Americas
New York, New York 10105-0143
Telephone: (212) 586-4050
<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Maximum Maximum
to be Registered Amount to be Offering Price Per Aggregate Amount of
Registered Share(1)(2) Offering Price(1) Registration Fee
Common Stock, 515,000 $17,375 $8,948,125 $2,362.31
par value $.10 per
share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Act") on
the basis of the average of the high ($17.50) and low ($17.25) price of
one share of the registrant's Common Stock on October 26, 2000.
(2) Pursuant to Rule 416 under the Act, an indeterminate number of shares
of Common Stock that may become issuable pursuant to antidilution
provisions of the Richton International Corporation 1990 Long-Term
Incentive Plan, as amended (the "1990 Plan") and the Richton
International Corporation 2000 Long-Term Incentive Plan, as amended
(the "2000 Plan"and together with the 1990 Plan, the "Plans" ) are also
being registered.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been heretofore filed with
the Securities and Exchange Commission (the "Commission") by Richton
International Corporation (the "Company" or the "Registrant") are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2000; and
(c) The Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2000.
All documents subsequently filed by the Company 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 have been sold or which de-registers
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Authorized Capital Stock
Under the Company's Restated Certificate of Incorporation (the
"Certificate"), the total number of shares of all classes of stock that the
Company has authority to issue is 6,500,000 shares, of which 6,000,000 are
shares of Common Stock and 500,000 are shares of the Company's preferred stock,
par value $1.00 per share.
Common Stock
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Except as described in the next paragraph, holders of Common Stock are
entitled to one vote per share on all matters voted on generally by the
stockholders, including the election of directors, and, except as otherwise
required by law, the holders of such shares possess all voting power. The
Company's By-laws provide that the Board of Directors is divided into three
staggered classes of directors, each having a term of three years, with the term
of office of one class expiring each year. Neither the Certificate nor the
By-Laws provide for cumulative voting for the election of directors. Thus, under
the General Corporation law of the State of Delaware (the "GCL"), the holders of
more than one-half of the outstanding shares of Common Stock are able to elect
all of the members of the Company's Board of Directors and holders of the
remaining shares are not able to elect any director.
Under the Certificate, the affirmative vote or consent of the holders
of four-fifths of all classes of stock of the Company entitled to vote in
elections of directors, shall be required, with certain exceptions (i) for the
adoption of any agreement for the merger or consolidation of the Company with or
into any other corporation, or (ii) to authorize any sale, lease or exchange of
all or substantially all of the assets of the Company to, or any sale, lease or
exchange to the Company or any subsidiary thereof in exchange for securities of
the Company of any assets of, any other corporation, person or other entity, if,
in either case, as of the record date for the determination of stockholders
entitled to notice thereof and to vote thereon or consent thereto such other
corporation, person or entity is the beneficial owner, directly or indirectly,
of more than 10% of the outstanding shares of stock of the Company entitled to
vote thereon or consent thereto.
Holders of shares of Common Stock are entitled to receive dividends on
such stock out of assets legally available for distribution when, as and if
authorized and declared by the Company's Board of Directors and to share ratably
in the Company's assets legally available for distribution to stockholders in
the event of the Company's liquidation, dissolution or winding up.
The outstanding shares of Common Stock are, and the shares of Common
Stock being issued pursuant to the exercise of awards granted pursuant to the
Plans will be, when issued, fully paid for and nonassessable. Holders of Common
Stock have no preemptive rights. The Common Stock is listed on the American
Stock Exchange.
Item 5. Interests of Named Experts and Counsel.
Marshall E. Bernstein, the Company's Secretary, is a member of
Robinson Brog Leinwand Greene Genovese & Gluck P.C., which has issued an opinion
with respect to the securities issued pursuant to this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Article SIXTH of the Certificate provides that no director
shall be personally liable to the Company or any of its stockholders for
monetary damages for breach of fiduciary duty as a director except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
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stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under ss.174 of the
GCL, or (iv) for any transaction from which the director derived an improper
personal benefit. The Certificate further provides that if the GCL is amended
after approval by the stockholders of such provision to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the GCL, as so amended.
Reference is made to ss.145 of the GCL which provides for
indemnification of directors and officers in certain circumstances.
Article SIXTH of the Certificate provides that directors and
officers shall be indemnified against liabilities arising from their service as
directors or officers if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Company's best interests,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Company is also required, with certain
exceptions, to indemnify any director or officer threatened to be made a party
to an action by or in the right of the Company against expenses actually and
reasonably incurred by him in connection with the defense or settlement of such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company.
Article VII of the Company's By-Laws provides that the Company
will indemnify any and all persons whom it shall have power to indemnify
pursuant to GCL ss.145 from and against any and all of the expense, liabilities
or other matters referred to in or covered by GCL ss.145.
The Company maintains officer's and director's liability
insurance with policy limits of $10 million insuring its officers and directors
against certain liabilities and expenses incurred by them in their capacities as
such, and insuring the Company under certain circumstances, in the event that
indemnification payments are made by the Company to such officers and directors.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
Exhibit
Number Description
* 5.1 Opinion of Robinson Brog Leinwand Greene
Genovese & Gluck P.C. regarding the
securities being registered hereunder.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Robinson Brog Leinwand Greene
Genovese & Gluck P.C. (included in Exhibit
5.1).
*24.1 Powers of Attorney (included on the
signature page to this Registration
Statement).
* Filed herewith.
Item 9. Required 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, as amended
(the "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,
represents a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities
and Exchange Commission (the "Commission") pursuant to Rule
424(b) promulgated pursuant to the Act if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Exchange Act, that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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, suite or proceeding) is asserted by such director, officer of
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 questions whether such indemnification by it is against public policy as
expressed in the 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 New York, New York on September 12, 2000.
RICHTON INTERNATIONAL CORPORATION
By: /s/Fred R. Sullivan
----------------------------------------
Fred R. Sullivan
Chairman of the Board and
Chief Executive Officer
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POWERS OF ATTORNEY AND SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the undersigned officers and
directors of Richton International Corporation hereby constitutes and appoints
Fred R. Sullivan and Cornelius F. Griffin and each of them singly, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him in his name in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and any related registration statement filed pursuant to Rule 462(b)
of the Securities Act of 1933, as amended and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and to prepare any and all exhibits thereto,
and other documents in connection therewith, and to make any applicable state
securities law or blue sky filings, granting unto said attorneys-in- fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done to enable Richton International Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, 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 their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Fred R. Sullivan Chairman of the Board and Chief Executive Officer September 12 , 2000
--------------------------- (Principal Executive Officer)
FRED R. SULLIVAN
Vice President and Chief Financial Officer September 12, 2000
/s/ Cornelius F. Griffin (Principal Financial and Accounting Officer)
--------------------
CORNELIUS F. GRIFFIN
/s/ Norman E. Alexander
------------------- Director September 12, 2000
NORMAN E. ALEXANDER
/s/ Donald A. McMahon
----------------- Director September 12, 2000
DONALD A. McMAHON
/s/ Thomas J. Hilb
------------- Director September 12, 2000
THOMAS J. HILB
/s/ Richard P. Barnitt
------------------ Director September 12, 2000
RICHARD P. BARNITT
/s/ Stanley J. Leifer
----------------- Director September 12, 2000
STANLEY J. LEIFER
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Commission File Number 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
RICHTON INTERNATIONAL CORPORATION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
EXHIBITS
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Robinson Brog Leinwand Greene Genovese & Gluck P.C.
regarding the securities being registered hereunder.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Robinson Brog Leinwand Greene Genovese & Gluck P.C.
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
<PAGE>
EXHIBIT 5.1
ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105-0143
-----
(212) 586-4050
-----
TELECOPIER: (212) 956-2164
November 1, 2000
Richton International Corporation
767 Fifth Avenue
New York, New York 10153
Gentlemen:
We have acted as counsel for the Richton International
Corporation, a Delaware corporation (the "Company") in connection with the
issuance and proposed issuance by the Company of up to 515,000 shares of Common
Stock, par value of $.10 per share (the "Shares"), pursuant to the Company's
2000 Long-Term Incentive Plan, as amended (the "Plan") and the registration of
the Shares pursuant to the Registration Statement on Form S-8 (together with all
exhibits thereto, the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended and the rules and regulations promulgated thereunder (the "Act").
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate certificates of
public officials, certificates of officers or representatives of the Company and
others, as we have deemed necessary or appropriate for the purpose of rendering
this opinion.
We are members of the Bar of the State of New York and the
opinion expressed herein is limited to the law of the State of New York, the
General Corporation Law of the State of Delaware and Federal law of the United
States of America.
<PAGE>
Richton International Corporation
November 1, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been duly and validly authorized for issuance and, when and
to the extent issued pursuant to the Plan, have been and will be validly issued,
fully paid and nonassessable shares of common stock of the Company.
We consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required by the Act.
Very truly yours,
Robinson Brog Leinwand Greene
Genovese & Gluck P.C.
By: /s/Marshall E. Bernstein
------------------------
Marshall E. Bernstein
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of Richton
International Corporation's Form S-8 of our report, dated February 7, 2000
included in the Richton International Corporation's Form 10-K for the year ended
December 31, 1999 and to all references to our Firm included in this
registration statement.
Roseland, New Jersey
October 20, 2000
/s/ARTHUR ANDERSEN LLP
