<PAGE> 1
As filed with the Securities and Exchange Commission on April 8, 1996
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
DEVLIEG-BULLARD, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 62-1270573
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One Gorham Island
Westport, Connecticut 06880
(Address of Principal Executive Offices) (Zip Code)
DEVLIEG-BULLARD, INC. 1989 EMPLOYEE STOCK PLAN, AS AMENDED
(Full Title of the Plan)
William O. Thomas
One Gorham Island
Westport, Connecticut 06880
(Name and Address of Agent For Service)
(203) 221-8201
(Telephone Number, Including Area Code, of Agent For Service)
Copy To:
J. Page Davidson
Bass, Berry & Sims
2700 First American Center
Nashville, Tennessee 37238
(615) 742-6200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Aggregate Fee (*)
Price Per Share (*) Offering Price (*)
------------------ ---------------- ------------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par 300,000 shares $2.40625 $721,875.00 $248.92
value $.01 per share
</TABLE>
(*) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and are
based upon the average of the high and low prices per share of the
Registrant's Common Stock as reported on the Nasdaq National Market on
April 3, 1996.
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Registration of Additional Securities
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of common stock, par
value $.01 per share, of DeVlieg-Bullard, Inc., a Delaware corporation, for
the DeVlieg-Bullard, Inc. 1989 Employee Stock Plan, as amended.
Incorporation By Reference of Earlier Registration Statements
The Registration Statements on Form S-8 (Registration File Nos. 33-40874
and 33-85528) previously filed by the Registrant with the Securities and
Exchange Commission on May 28, 1991 and October 21, 1994, respectively, are
hereby incorporated by reference herein.
Item 8. Exhibits
Exhibit
Number Description
5 Opinion of Bass, Berry & Sims
23.1 Consent of Price Waterhouse
23.2 Consent of Bass, Berry & Sims (included in Exhibit 5)
24 Power of Attorney (included on pages II-2 and II-3)
II-1
<PAGE> 3
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 Westport, State of Connecticut, on this 3rd
day of April, 1996.
DEVLIEG-BULLARD, INC.
By: /s/ Lawrence M. Murray
------------------------------------
Lawrence M. Murray
Vice President, Chief Financial
Officer and Assistant Secretary
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints William O. Thomas and Lawrence M. Murray,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, 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 their substitute or substitutes, 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Chairman and Director
- --------------------------------
Charles E. Bradley
/s/ William O. Thomas President, Chief Executive April 3, 1996
- -------------------------------- Officer and Director
William O. Thomas (Principal Executive Officer)
/s/ Lawrence M. Murray Vice President, Chief April 3, 1996
- -------------------------------- Financial Officer and
Lawrence M. Murray Assistant Secretary
(Principal Financial and
Accounting Officer)
/s/ John G. Poole Director April 3, 1996
- --------------------------------
John G. Poole
/s/ Burton C. Borgelt Director April 3, 1996
- --------------------------------
Burton C. Borgelt
/s/ John E. McConnaughy, Jr. Director Apirl 3, 1996
- --------------------------------
John E. McConnaughy, Jr.
Director
- --------------------------------
Thomas L. Cassidy
/s/ John R. Kennedy Director April 3, 1996
- --------------------------------
John R. Kennedy
/s/ George A. Chandler Director April 3, 1996
- --------------------------------
George A. Chandler
</TABLE>
II-2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Numbered Page
------- ----------- -------------
<S> <C> <C>
5 Opinion of Bass, Berry & Sims 5
23.1 Consent of Price Waterhouse 6
</TABLE>
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EXHIBIT 5
April 3, 1996
DeVlieg-Bullard, Inc.
One Gorham Island
Westport, CT 06880
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to DeVlieg-Bullard, Inc., a Delaware corporation
(the "Company") in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Company's 1989 Employee Stock Plan,
as amended, (the "Plan") filed by you with the Securities and Exchange
Commission covering 300,000 shares of Common Stock, par value $.01 per share,
of the Company issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records, documents, and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Base on the foregoing, we are of the opinion that the Common Stock, when
issued pursuant to and in accordance with the Plan, will be duly and validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Bass, Berry & Sims
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated September 8, 1995 appearing on page
21 of DeVlieg-Bullard, Inc.'s Annual Report on Form 10-K for the year ended
July 31, 1995. We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears on page S-2 of such Annual
Report on Form 10-K.
/s/ Price Waterhouse LLP
- ----------------------------
Price Waterhouse LLP
Stamford, CT
April 3, 1996
