<PAGE>
As filed with the Securities and Exchange Commission on April 25, 1997
Registration No._
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
---------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BROWN DISC PRODUCTS COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Colorado 51926 84-1067075
(State or Other Jurisdiction of (Primary Standard Industrial (IRS: Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
3029 S. Harbor Blvd.
Santa Ana, California 92704
(Address of Principal Executive Offices)
1997 STOCK AWARD PLAN
(Full Title of the Plan)
David J. Lopes
President
3029 S. Harbor Blvd.
Santa Ana, California 92704
(714) 429-5984
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Gary Wykidal, Esq.
245 Fisher Avenue, Suite A-1
Costa Mesa, California 92626
(714) 751-8505
Telecopy: (714) 751-5428
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. (X)
<TABLE>
<CAPTION>
========================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
per Share(1) Price(1)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 500,000 Shares $0.60 $350,000 $106.06
- --------------------------------------------------------------------------------------------------------
Total $106.06
========================================================================================================
</TABLE>
(I) Estimated solely for the purpose of calculatting the registration fee, in
accordance with Rule 457 (h) (1), on the basis of the price of securities
of the same class as determined in accordance with Rule 457 (c), using the
average of the high and low prices of the Common Stock of the registrant as
reported on the NASDAQ Electronic Bulletin Board on April 21, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. 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 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which de-registers 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.
(a) The Registrant's latest Annual Report on Form 10-KSB for the period
ended June 30, 1996..
(b) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarters ended September 30, 1996 and December 31, 1996.
(c) All other reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the above-
referenced Annual Report.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) As permitted by the Colorado General Corporate Law, the
Registrant's Amended and Fully Restated Articles of Incorporation
eliminates liability of directors to the Registrant or to its
Shareholders for monetary damages for breach of fiduciary duty
excluding; (i)any breach of the director's duty of loyalty to the
Registrant or its Shareholder; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law; (iii) acts in violation of Section 114, Article
V of the Colorado Corporate Code; (iv) any transaction from which
the director derived in improper personal benefit.
(b) The Registrant's Amended and Fully Restated Articles of
Incorporation provides that the Registrant may indemnify a
director against liability in any proceeding when said director
has acted in good faith or where said director has reasonably
believed that his or her conduct was in the Registrant's best
interest or, that his or her conduct was at least not
-3-
<PAGE>
opposed to the Registrant's best interest. Further, the Articles
provide for mandatory indemnification by the Registrant of a
director who is successful in the merits in the defense of any
proceeding in which he or she was a party against reasonable
expenses incurred in connection with the proceeding.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1. The Brown Disc Products Company, Inc. 1997 Stock Award Plan.
5.1 Opinion of Gary Wykidal, Esq.
23.1 Consent of Gary Wykidal, Esq. (Included in Exhibit 5.1).
23.2 Consent of Independent Certified Public Accountants.
24.1 Power of Attorney (included on the signature page to the
Registration Statement).
Item 9. Undertakings.
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 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.
(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.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
-4-
<PAGE>
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 at that time shall therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
---------
thereof.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 6 of this Registration Statement 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 hereunder, 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.
-5-
<PAGE>
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 Santa Ana, California, on this 21st day of April, 1997.
BROWN DISC PRODUCTS COMPANY, INC.
By /s/ DAVID J. LOPES
--------------------------------------------
David J. Lopes,
President and Chief Executive Officer
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
-------------------------------------------
Each person whose signature appears below constitutes and appoints David J.
Lopes, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
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 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 attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue thereof.
Further, 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 dates indicated.
Signature Title Date
- --------- ----- ----
/s/ DAVID J. LOPES Chairman of the Board April 21, 1997
----------------------- --------------------- --------------------
and President
-------------
/s/ DAVID J. LOPES Chief Financial Officer April 21, 1997
----------------------- ------------------------ ---------------------
/s/ DARYL SILVERSPARRE Secretary April 21, 1997
----------------------- --------- ---------------------
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<PAGE>
EXHIBIT INDEX
Exhibit
Number
- ------
4.1 The Brown Disc Products Company, Inc. 1997 Stock Award Plan.
5.1 Opinion of Gary Wykidal, Esq.
23.1 Consent of Gary Wykidal, Esq. (included in Exhibit 5.1).
23.2 Consent of Independent Certified Public Accountants.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
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<PAGE>
EXHIBIT 4.1
-----------
BROWN DISC PRODUCTS COMPANY, INC.
1997 STOCK AWARD PLAN
---------------------
1. Purpose of the Plan. The Brown Disc Products Company, Inc. 1997
--------------------
Stock Award Plan (the "Plan") is intended to attract, retain, motivate and
reward officers, directors, employees of, and subsidiaries of the Company, who
are and will be contributing to the success of the business of the Company; to
provide competitive incentive compensation opportunities; and to further
opportunities for stock ownership by such employees and consultants in order to
increase their proprietary interest in the Company. It is the intention of the
Company that the Plan comply with the definition of an "employee benefit plan"
contained in Rule 405 under the Securities Act of 1933, as amended, (the "Act"),
and that awards be made only to "employees" as defined in Rule 405.
Accordingly, the Company may from time to time, grant to selected officers,
directors, employees and consultants ("participants") awards ("awards") of
shares of common stock of the Company, no par value ("Shares"), subject to the
terms and conditions hereinafter provided.
2. Administration of the Plan. This Plan shall be administered by
--------------------------
the Board of Directors of the Company (the "Board"). The Board is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem appropriate, including rules and
regulations to comply with the requirements of Rule 16(b) (3) under the
Securities Exchange Act of 1934. No Director shall be eligible to vote or
decide upon awards to such Director under the Plan. Decisions of the Board in
connection with the administration of the Plan shall be final, conclusive, and
binding upon all parties, including the Company, shareholders, officers,
directors, employees and consultants.
Subject to the terms, provisions, and conditions of this Plan as set
forth herein, the Board shall have sole discretion and authority:
(a) to select the officers, directors, employees and consultants to
be awarded Shares (it being understood that more than one award
may be granted to the same employee or consultant);
(b) to determine the number of Shares to be awarded to each
recipient;
(c) to determine the time or times when the awards may be granted;
(d) to prescribe the form of stock legend for the certificates of
Shares or other instruments, if any, evidencing any awards,
granted under this Plan, and
(e) to cause Shares to be registered on Form S-8 under the Act either
prior or subsequent to the making of an award.
3. Shares Subject to the Plan. The aggregate number of Shares which
---------------------------
may be awarded under the Plan shall not exceed 500,000 shares of common stock of
the Company. Shares to be awarded under the Plan shall be made available, at
the discretion of the Board, either from the authorized but unissued shares of
the Company or from shares of common stock reacquired by the Company, including
shares purchased in the open market.
-1-
<PAGE>
4. Eligibility. Shares shall be awarded only to employees (the term
------------
"employees" shall include officers as well as other key employees of the
Company, and shall include directors who are also employees of the Company) and
consultants to the Company, it being the intention of the Company that awards
shall be made only to persons who satisfy the definition of "employee" contained
in Rule 405 under the Act.
5. Awards and Certificates. Each recipient shall be issued a
------------------------
certificate in respect of Shares awarded under the Plan. Such certificate shall
be registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered under
the Act. The Company may register on Form S-8 under the Act, on behalf of the
recipients, Shares issued or to be issued pursuant to the Plan.
6. Termination and Amendment. The Board may amend, suspend, or
--------------------------
terminate the Plan at any time provided that no such modification shall impair
the rights of any recipient under any award.
7. Miscellaneous.
--------------
(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance or
transfer would, in the opinion of the Board, constitute or result
in a violation of any applicable statute or regulation of any
jurisdiction relating to the disposition of securities.
(b) Notwithstanding any other provision of the Plan, the Board may at
any time make or provide for such adjustment to the Plan, to the
number of Shares available thereunder, or to any awards of Shares
as it shall deem appropriate, to prevent dilution or enlargement
of rights, including adjustments in the event of changes in the
number of outstanding Shares by reason of stock dividends or
distributions, stock splits or other combinations or subdivisions
of stock, recapitalization, issuances by reclassification,
mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations, or other similar
corporate changes. Any such determination by the Board shall be
conclusive.
(c) No employee, consultant or other person shall have any claim or
right to be granted Shares under the Plan, and neither the Plan
nor any action taken thereunder shall be construed as giving any
participant, recipient, employee, consultant or other person any
right to be retained in the employ of or by the Company.
(d) Income realized as a result of an award of Shares shall not be
included in the recipients earnings for the purpose of any
benefit plan in which the recipient may become eligible unless
otherwise specifically provided for in such Plan.
(e) If and when a recipient is required to pay the Company an amount
required to be withheld under any federal, state or local income
tax laws
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<PAGE>
in connection with an award under the Plan, the Board
may, in its sole discretion and subject to such rules as it may
adopt, permit the participant to satisfy the obligation, in whole
or in part, by electing to have the Company withhold Shares
having a fair market value equal to the amount required to be
withheld. The election to have Shares withheld must be made on
or before the date the amount of tax to be withheld is
determined.
8. Effective Date and Term of Plan. The effective date of the Plan
--------------------------------
shall be April 1, 1997 and the Plan shall remain in full force until December
31, 2000, or until all Shares have been awarded, whichever first occurs.
-3-
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GARY C. WYKIDAL & ASSOCIATES]
April 25, 1997
BROWN DISC PRODUCTS COMPANY, INC.
3029 S. Harbor Blvd.
Santa Ana, California 92704
RE: Brown Disc Products Company, Inc. 1997 Stock Award Plan -
Registration Statement on Form S-8
Gentlemen:
As counsel for Brown Disc Products Company, Inc. a Colorado corporation
(the "Company"), we have examined the Registration Statement being filed on Form
S-8 under the Securities Act of 1933, as amended in connection with the
registration of an aggregate of 500,000 shares of common stock $.001 par value
per share (the "Shares") to be issued pursuant to the Company's 1997 Stock Award
Plan (the "Plan"). We have also examined the resolution of the Board of
Directors approving the Plan.
Based on the foregoing, it is our opinion that the 500,000 Shares to be
issued under the Plan and against full payment therefor in accordance with the
respective terms and conditions of the Plan will be legally and validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Sincerely,
/s/ GARY C. WYKIDAL
Gary C. Wykidal
GCW:sd
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF STOCKMAN KAST RYAN & SCRUGGS, PC]
April 15, 1997
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 (1997 Stock Award Plan),
of our report, dated October 10, 1996, on Form 10-KSB for the year ended June
30, 1996, on financial statements of Brown Disc Products Company, Inc.
Very truly yours,
/s/STOCKMAN KAST RYAN & SCRUGGS, PC
