<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1999
REGISTRATION NO. ___-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
SYLVAN INC.
(Exact name of registrant as specified in its charter)
NEVADA 25-1603408
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 MAIN STREET
SAXONBURG, PENNSYLVANIA 16056
(724) 352-7520
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SYLVAN INC.
1990 STOCK OPTION PLAN
(Full title of the plan)
----------
FRED Y. BENNITT
SECRETARY
SYLVAN INC.
333 MAIN STREET
SAXONBURG, PA 16056
(724) 352-7520
(Name and address, including zip code and telephone number,
including area code, of agent for service)
COPY TO:
DAVID L. DENINNO, ESQUIRE
REED SMITH SHAW & MCCLAY LLP
435 SIXTH AVENUE
PITTSBURGH, PA 15219
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per
share . . . . . . . . . . . . . . . 200,000 $11.00 $2,200,000 $612
====================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the Sylvan
Inc. 1990 Stock Option Plan as a result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(h) and (c), the proposed maximum aggregate offering price
for shares subject to stock options outstanding is based on the average of the
high and low sales price of the Common Stock as reported by the Nasdaq(R) Stock
Market listing for August 2, 1999 as quoted in The Wall Street Journal.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Form S-8 Registration Statement is being filed pursuant to
paragraph E of the general instructions to Form S-8 to register an additional
200,000 shares of Common Stock, $.001 par value per share, being offered under
the Sylvan Inc. (the "Corporation") 1990 Stock Option Plan (the "Plan").
The contents of the Corporation's initial Form S-8 Registration
Statement with respect to the Plan, File No. 33-46797, which was filed with the
Securities and Exchange Commission on March 27, 1992, and the second Form S-8
Registration Statement with respect to the Plan, File No. 33-83962, which was
filed with the Securities and Exchange Commission on September 14, 1994, are
hereby incorporated by reference to this Form S-8 Registration Statement, except
to the extent modified below.
ITEM 8. EXHIBITS.
An exhibit index, containing a list of all exhibits filed herewith is
included on page II-3.
II-1
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") 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 BOROUGH OF SAXONBURG, STATE OF PENNSYLVANIA,
ON THE 30th DAY OF JULY, 1999.
SYLVAN INC.
BY /s/ Dennis C. Zensen
-----------------------------------------------
DENNIS C. ZENSEN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred Y. Bennitt his true and lawful
attorneys-in-fact and agent, 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 (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, 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 any of them, or their substitutes, may lawfully do or cause to be done
by virtue thereof
PURSUANT TO THE REQUIREMENTS OF THE ACT, THIS REGISTRATION STATEMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 30th
DAY OF JULY, 1999.
Name Title
---- -----
/s/ Dennis C. Zensen Chairman of the Board of Directors,
- ------------------------------- President and Chief Executive Officer
Dennis C. Zensen (Principal Executive Officer)
/s/ Donald A. Smith Chief Financial Officer
- ------------------------------- (Principal Financial and Accounting
Donald A. Smith Officer)
/s/ William L. Bennett
- ------------------------------- Director
William L. Bennett
/s/ Monir K. Elzalaki
- ------------------------------- President, Sylvan America, Inc.,
Monir K. Elzalaki Director
/s/ Virgil H. Jurgensmeyer
- ------------------------------- Director
Virgil H. Jurgensmeyer
/s/ Donald T. Pascal
- ------------------------------- Director
Donald T. Pascal
II-2
<PAGE> 4
SYLVAN INC.
1990 STOCK OPTION PLAN
----------
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
-------------
No. Document
------- ---------------------------------------------------------------
5.1 Opinion of Reed Smith Shaw & McClay LLP, as to the legality of
the Common Stock, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay LLP (included in Exhibit
5.1 filed herewith).
23.2 Consent of Arthur Andersen LLP, independent accountants, filed
herewith.
24.1 Powers of Attorney (filed herewith as part of the signature
pages).
II-3
<PAGE> 1
REED SMITH SHAW & MCCLAY LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
Exhibit 5.1
August 4, 1999
Sylvan Inc.
333 Main Street
Saxonburg, PA 16056
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to Sylvan, Inc. (the "Corporation")
in connection with the above-captioned Registration Statement (the "Registration
Statement") relating to up to 200,000 shares of the Corporation's Common Stock,
par value $.001 per share, (the "Common Stock") which may be purchased by
eligible individuals pursuant to stock options granted under the Corporation's
1990 Stock Option Plan (the "Plan"). In rendering our opinion below, we have
assumed that any previously issued shares reacquired by the Company and
delivered under the Plan will have been duly authorized, validly issued and
fully paid at the time of their original issuance.
In connection with this opinion, we have examined, among other
things:
(1) the Articles of Incorporation and Bylaws of the Company,
as amended to date;
(2) action taken by the Board of Directors of the Company on
February 10, 1999 authorizing the issuance of an additional 500,000
shares of Common Stock under the Plan and reserving 500,000 shares of
Common Stock for such purpose;
(3) action taken by the stockholders of the Company on April
29, 1999 approving the issuance of an additional 500,000 shares under
the Plan;
(4) action taken by the Board of Directors of the Company on
April 29, 1999 reducing the number of additional shares of Common Stock
available under the Plan from 500,000 shares to 200,000 shares; and
(5) the Plan, as currently in effect.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumptions set forth above, we are pleased to advise you that in our
opinion the 200,000 shares of Common Stock being registered and which may be
issued by the Company pursuant to the provisions of the Plan have been duly
authorized, and upon such issuance such shares will, when sold, be validly
issued, fully paid and nonassessable.
We are members of the bar of the Commonwealth of
Pennsylvania. Insofar as this opinion relates to matters of Nevada law, we have
relied solely upon an examination of the General Corporation Law of Nevada as
reported in the most recent unofficial compilation available to us and have not
consulted with local counsel in such state. Except as indicated in the preceding
sentence, our opinion is limited to the present Federal laws of the United
States and the present state laws of the Commonwealth of Pennsylvania.
<PAGE> 2
REED SMITH SHAW & MCCLAY LLP
Sylvan Inc. -2- August 4, 1999
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the use of our name in the Prospectus under
the caption "Legal Opinion". In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act.
Yours truly,
/s/ Reed Smith Shaw & McClay LLP
REED SMITH SHAW & McCLAY LLP
PDG, Jr.:JGA
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 5, 1999
incorporated by reference in Sylvan Inc.'s Annual Report on Form 10-K for the
year ended January 3, 1999 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania
August 4, 1999
