As filed with the Securities and Exchange Commission on June 5, 1997
Registration No. 33-68890
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 41-1454591
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7400 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55426
(Address of principal executive offices, including Zip Code)
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
RESTATED 1989 STOCK OPTION PLAN
(Full title of the plan)
KENT S. MCCOY Copy to:
VICE PRESIDENT, FINANCE ELIZABETH H. COBB, ESQ.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC. MACKALL, CROUNSE & MOORE
7400 EXCELSIOR BOULEVARD 1400 AT&T TOWER
MINNEAPOLIS, MINNESOTA 55426 901 MARQUETTE AVENUE
(Name and address of agent for service) MINNEAPOLIS, MINNESOTA 55402
(612) 305-1400
(612) 930-9000
(Telephone number, including area code, of agent for service)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
* 5.1 Opinion of Mackall, Crounse & Moore as to the legality of Common
Stock of the Company.
*24.1 Consent of McGladrey & Pullen, LLP.
*24.2 Consent of Mackall, Crounse & Moore [included in its opinion filed
as Exhibit 5.1].
*25.1 Powers of Attorney [included as part of original signature page].
*28.1 Appliance Recycling Centers of America, Inc. Restated 1989 Stock
Option Plan.
+28.2 Amendment, effective April 24, 1997, to Restated 1989 Stock Option
Plan.
* Previously filed
+ Filed herewith
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 Minneapolis, State of Minnesota as of June 4, 1997.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
By /s/ Edward R. Cameron
Edward R. Cameron
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed, as of June 4, 1997, by the following
persons in the capacities indicated.
Signature Title
- --------- -----
/s/ Edward R. Cameron Chairman of the Board, President,
Edward R. Cameron Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Kent S. McCoy Vice President and Treasurer
Kent S. McCoy (Principal Accounting Officer)
* Director
George B. Bonniwell
* Director
Duane S. Carlson
* Director
Harry W. Spell
*By: /s/ Kent S. McCoy
Kent S. McCoy, Attorney-in-Fact
Exhibit 28.2
AMENDMENT, EFFECTIVE APRIL 24, 1997
TO
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
RESTATED 1989 STOCK OPTION PLAN
AMENDMENT TO SECTION 6 OF THE RESTATED 1989 STOCK OPTION PLAN. Upon the
ratification and approval of the Company's 1997 Stock Option Plan by the
shareholders of the Company (which occurred by a vote of the shareholders at the
Annual Meeting of Shareholders on April 24, 1997), Section 6 of the Restated
1989 Stock Option Plan shall be amended as follows:
All future automatic grants to Non-Employee Directors pursuant to Section
6 of the Restated 1989 Stock Option Plan shall terminate upon shareholder
approval of the 1997 Stock Option Plan. All currently outstanding grants under
the 1989 Stock Option Plan shall not be effected thereby and shall continue
under the terms and conditions of the 1989 Stock Option Plan.
