<PAGE> 1
As Filed With the Securities and Exchange Commission
on March 3, 1997
Registration No. 333-
................................................................................
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
(State or other jurisdiction of incorporation or organization)
62-1270573
(I.R.S. Employer Identification No.)
ONE GORHAM ISLAND
WESTPORT, CONNECTICUT 06880
(Address of Principal Executive Offices including zip code)
DEVLIEG-BULLARD, INC.
1991 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(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)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered registered offering price per share aggregate offering price fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1) 15,000 shares $3.1875 $47,813 $14.49
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(c) 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 Stock
Market's National Market on February 27, 1997.
<PAGE> 2
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, $.01
par value per share, of DeVlieg-Bullard, Inc., a Delaware corporation (the
"Registrant"), for the Registrant's 1991 Stock Option Plan for Outside
Directors, as amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration No. 33-54608)
previously filed by the Registrant with the Securities and Exchange Commission
on November 17, 1992, is hereby incorporated by reference herein.
Item 8. Exhibits
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<CAPTION>
Exhibit Number Description
-------------- ---------------------------------------------------------
<S> <C>
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
</TABLE>
II-2
<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 Stamford, State of Connecticut, on this 27th day of
February, 1997.
DEVLIEG-BULLARD, INC.
By: /s/ Lawrence M. Murray
-----------------------------------------------------
Lawrence M. Murray,
Vice President, Chief Financial Officer and Secretary
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Charles E. Bradley 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 attorney-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.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Chairman of the Board
- ----------------------------------------
Charles E. Bradley
/s/ William O. Thomas President, Chief Executive Officer February 27, 1997
- ---------------------------------------- and Director (Principal Executive
William O. Thomas Officer)
/s/ Lawrence M. Murray Vice President, Chief Financial February 27, 1997
- --------------------------------------- Officer and Secretary (Principal
Lawrence M. Murray Financial and Accounting Officer)
Director
- ---------------------------------------
Burton C. Borgelt
Director
- ---------------------------------------
Thomas L. Cassidy
/s/ George A. Chandler Director February 27, 1997
- ---------------------------------------
George A. Chandler
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John R. Kennedy Director February 27, 1997
- ---------------------------------------
John R. Kennedy
/s/ John E. McConnaughy, Jr. Director February 27, 1997
- ---------------------------------------
John E. McConnaughy, Jr.
/s/ John G. Poole Director February 27, 1997
- ---------------------------------------
John G. Poole
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- ---------------------------------------------------------
<S> <C>
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
</TABLE>
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EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
March 3, 1997
DeVlieg-Bullard, Inc.
One Gorham Island
Westport, CT 06880
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1991 Stock Option Plan for Outside Directors, (the "Plan") filed by you with the
Securities and Exchange Commission covering 15,000 shares (the "Shares") of
common stock, $.01 par value per share, 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 opinions 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.
Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
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EXHIBIT 23.1
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated September 4, 1996 appearing on page 20
of DeVlieg-Bullard, Inc.'s Annual Report on Form 10-K for the year ended July
31, 1996. 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
February 25, 1997
