As filed with the Securities and Exchange Commission on
March 1, 1999.
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Smith Corona Corporation
(Exact name of issuer as specified in its charter)
Delaware 51-0286862
(State of Incorporation) IRS Employer Identification No.)
SMITH CORONA CORPORATION
STOCK INCENTIVE PLAN
Martin D. Wilson
Senior Vice President, Chief Financial
Officer and Assistant Secretary
Smith Corona Corporation
839 NYS Route 13 South
P.O. Box 2090
Cortland, NY 13045
(607) 753-6011
(Name, address and telephone number of agent for service)
Copies to:
Winthrop, Stimson, Putnam & Roberts
695 East Main Street
Stamford, Connecticut 06904-6760
(203) 348-2300
Attention: G. William Sisley, Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Registred Share(1) Price(1) Fee(1)
Title of Securites to be Resistered
Common Stock, par value $.001 per share 196,386 $4.96 $974,826.75 $336.15
</TABLE>
(1) Of the 196,386 shares available pursuant to the exercise of
options under the Plan, as of the date hereof, options with
respect to an aggregate of 147,738 shares have been issued, and
options with respect to an aggregate of 48,648 shares remain
available for the grant of future awards. The proposed maximum
offering price listed above has been determined pursuant to Rule
457(c) and Rule 457(h) under the Securities Act of 1933, as
amended, and represents the sum of (i) the aggregate exercise
price of all options granted to date under the Plan plus (ii) the
product of the remaining shares available under the Plan
multiplied by a per share price of $1.4375 (the average price of
Smith Corona Corporation Common Stock quoted on the National
Association of Securities Dealers Automated Quotation-SmallCap
Market on February 22, 1999).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that have been filed by Smith Corona
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act") and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as
applicable, are incorporated by reference herein and shall be
deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998 filed on September 28, 1998
(File No. 001-10281).
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1998 filed on November 13,1998 (File
No. 001-10281) and December 31, 1998 filed on February 12, 1999
(File No. 001-10281).
3. The Company's Current Reports on Form 8-K filed on August 3,
1998 (File No. 001-10281) and September 29, 1998
(File No. 001-10281).
4. Description of the Company's capital stock incorporated by
reference into the Company's Registration Statement on
Form 8-A filed on January 30, 1997 pursuant to the Exchange Act
(File No. 000-22079), including any amendment or report filed for
the purpose of updating such description.
All documents, filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment to this registration
statement 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 made a part hereof from their
respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated
above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made by this registration statement is
in effect prior to the filing with the Commission of the
Company's Annual Report on Form 10-K covering such year shall not
be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 Incorporated Document
modifies or supersedes such statement. Any such 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.
The Common Stock being registered hereunder has been registered
pursuant to Section 12 of the Exchange Act and a description of
the Common Stock is incorporated by reference to the Company's
Registration Statement on Form 8-A filed on January 30, 1997
pursuant to the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock offered pursuant to this
registration statement has been passed upon for the Company by
Winthrop, Stimson, Putnam & Roberts. Mr. G. William Sisley, a
partner in Winthrop, Stimson, Putnam & Roberts has been Secretary
of the Company since 1989.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Company's Restated Certificate of
Incorporation permits the indemnification of officers and
directors under certain circumstances to the full extent that
such indemnification may be permitted by law.
Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer
or director of the Company is entitled under Section 145 of the
Delaware General Corporation Law which makes provision for the
indemnification of officers and directors in terms sufficiently
broad to indemnify officers and directors of the Corporation
under certain circumstances from liabilities (including
reimbursement for expenses incurred) arising under the Securities
Act.
The Company also maintains directors' and officers' liability
insurance coverage which insures directors and officers of the
Company against certain losses arising from claims made, and for
which the Company has not provided reimbursement, by reason of
their being directors and officers of the Company or its
subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index on page 7.
Item 9. Undertakings.
(1) The Company hereby undertakes:
(a) 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;
(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 paragraphs
(1)(a)(i) and (1)(a)(ii) do
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 Company pursuant to Section 13(a)
or Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.
(b) 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.
(c) 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.
(2) The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing
of the issuer's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act of (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 the time shall be deemed to be the
initial bona fide offering hereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the
above-mentioned provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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
Company 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 Cortland and the State of New York, on March 1, 1999.
SMITH CORONA CORPORATION
/s/ Martin D. Wilson
By: Martin D. Wilson
Senior Vice President and
Chief Financial Officer and
Assistant Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby severally
constitutes and appoints John A. Bermingham and Martin D. Wilson
and each of them acting singly, as his or her true and lawful
attorney-in-fact and agent, with full and several power of
substitution and resubstitution, to sign for him or her and in
his or her name, place and stead in any and all capacities
indicated below, the registration statement on Form S-8 filed
herewith and any and all pre-effective and post-effective
amendments and supplements to the said registration statement,
and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he or she might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or
her substitute, 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 by the following persons
in the capacities and on the date indicated below.
/s/ John A. Bermingham President and Chief March 1, 1999
John A. Bermingham Executive
Officer (Principal
Executive
Officer) and
Director
/s/ Jerome A. Colletti Director March 1, 1999
Jerome A. Colletti
/s/ William J. Morgan Director March 1, 1999
William J. Morgan
/s/ Michael J. Murray Director March 1, 1999
Michael J. Murray
/s/ Peter N. Parts Director/Chairman March 1, 1999
Peter N. Parts of the Board
/s/ Dr. Richard N. Rosett Director March 1, 1999
Dr. Richard N. Rosett
/s/ Martin D. Wilson Senior Vice March 1, 1999
Martin D. Wilson President,
Chief Financial
Officer and
Assistant Secretary
(Principal Financial
and Accounting
Officer)
Exhibit Index
Exhibit No. Description
4(a) Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit
3.1 to the Company's Form 8-K Current Report
dated February 28, 1997 (File No. 1-10281)).
4(b) Certificate of Designation, Preferences and
Rights of Preferred Stock, Series A
(incorporated by reference to Exhibit 3.2 to
the Company's Form 8-K Current Report dated
February 28, 1997 (File No. 1-10281)).
4(c) By-Laws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Form
8-K Current Report dated February 28, 1997
(File No. 1-10281)).
4(d) Rights Agreement between the Company and Marine
Midland Bank, as Rights Agent, dated as of
February 28, 1997 (incorporated by reference to
Exhibit 4.1 to the Company's Form 8-K Current
Report dated February 28, 1997 (File No.
10281)).
4(e) Warrant Agreement between the Company and
Marine Midland Bank, as Warrant Agent, dated as
of February 28,1997 (incorporated by reference
to Exhibit 4.2 to the Company's Form 8-K
Current Report dated February 28, 1997 (File
No. 1-10281)).
5 Opinion of Winthrop, Stimson, Putnam & Roberts
as to the legality of the Company's Common
Stock.
23(a) Consent of Winthrop, Stimson, Putnam & Roberts
(included in the Opinion filed as Exhibit 5
hereto).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney is included as part of the
registration statement.
99(a) Smith Corona Corporation Stock Incentive Plan
(incorporated by reference to exhibit 10.18 to
the Company's Form 10-K Annual Report dated
September 28, 1998 (File No. 1-10281).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
EXHIBITS
filed with
Registration Statement
on
Form S-8
under
The Securities Act of 1933
___________________
Smith Corona Corporation
Stock Incentive Plan
Smith Corona Corporation
(Exact name of registrant as specified in its charter)
EXHIBIT 23(b)
Consent of Independent Public Accountants
We consent to the incorporation by reference in this
Registration Statement of Smith Corona Corporation on Form S-
8 of our report dated August 21, 1998 (September 28, 1998 as
to Note 16), appearing in the Annual Report on Form 10-K of
Smith Corona Corporation for the year ended June 30, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Stamford, CT
February 25, 1999
EXHIBIT 5 and 23(a)
March 1, 1999
Smith Corona Corporation
839 Route 13 South
P.O. Box 2090
Cortland, NY 13045-0990
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration on Form S-8
under the Securities Act of 1933, as amended (the
"Securities Act"), of 196,386 shares (the "Shares") of
common stock, par value $.001 per share, of Smith Corona
Corporation ("the Company") reserved for issuance pursuant
to the Smith Corona Corporation Stock Incentive Plan (the
"Plan"), we have examined such corporate documents and
records of the Company, such other instruments and
certificates of public officials, officers and
representatives of the Company and other persons and such
questions of law as we have deemed necessary or appropriate
in order to render the opinion set forth herein.
In such examination, we have assumed the
genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as
copies and the authenticity of the originals of such copies.
As to questions of fact material to our opinion
expressed below that we did not independently establish, we
have relied upon certifications of the Company or its
officers.
Based upon and subject to the foregoing, we are of
the opinion that when the registration statement on Form S-8
relating to the Shares (the "Registration Statement") shall
have become effective under the Securities Act and any
Shares shall have been duly issued and paid for in
accordance with the terms of the Plan, such Shares will be
legally issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal
laws of the United States and the General Corporation Law of
the State of Delaware. We are expressing no opinion as to
the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and any amendments
thereto. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
WINTHROP, STIMSON PUTNAM & ROBERTS
