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As filed with the Securities and Exchange Commission on June 28,1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GROUP TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2948116
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
10901 MALCOLM MCKINLEY DRIVE, TAMPA, FLORIDA 33612
(address, including zip code, of principal executive offices)
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GROUP TECHNOLOGIES CORPORATION INDEPENDENT DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
--------------------------
Carl P. McCormick, President
Group Technologies Corporation
10901 Malcolm McKinley Drive
Tampa, Florida 33612
(813)972-6000
(Name, address and telephone number, including area code for service)
--------------------------
Copies of all communications, including copies of all communications
sent to agent for service, should be sent to:
R. Alan Higbee, Esquire
Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
501 East Kennedy Boulevard, Suite 1700
Tampa, Florida 33602
(813)222-1172
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Offering Price
Title of Securities to be Registered Amount to be Registered (shares)(1) per Share(2)
- ------------------------------------ ----------------------------------- -------------------------------
<S> <C> <C>
Common Stock, par value $.01 per
share 180,000 $3.00
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<TABLE>
<CAPTION>
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Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Offering Price(2) Registration Fee
- ------------------------------------ -------------------------- --------------------
<S> <C> <C>
Common Stock, par value $.01 per
share $540,000 $186.21
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(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the Plan
in the event of a share split, share dividend, split-up, recapitalization or
other similar event.
(2) In accordance with Rule 457(h), estimated solely for the purpose of
determining the registration fee, and based upon the average of the high and
low prices of the Company's Common Stock as reported on the Nasdaq National
Market on June 26, 1996.
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Page 1 of 7
Exhibit Index on Page 5
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
NOTE: THIS REGISTRATION STATEMENT IS BEING FILED TO REGISTER
ADDITIONAL SECURITIES OF THE SAME CLASS AS SECURITIES COVERED BY
REGISTRATION NO. 33-94544 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION") ON JULY 12, 1995 AND WHICH REMAINS
EFFECTIVE. THE CONTENTS OF REGISTRATION NO. 33-94544 ARE HEREBY
INCORPORATED HEREIN BY REFERENCE EXCEPT AS NOTED BELOW.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The entire contents of this Item as contained in the Company's
Registration Statement on Form S-8 (Reg. No. 33-94544) filed with the
Commission on July 12, 1995 are incorporated herein by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
The entire contents of this Item as contained in the Company's
Registration Statement on Form S-8 (Reg. No. 33-94544) filed with the
Commission on July 12, 1995 are incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal Counsel who rendered an opinion as to the validity of the securities
being registered is employed by the Company as in-house counsel and serves as
the secretary of the Company. Such person also owns shares of the Company's
Common Stock and holds options to purchase additional shares of the Company's
Common Stock pursuant to the terms and conditions of the Company's 1994 Stock
Option Plan for Key Employees.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The entire contents of this Item as contained in the Company's
Registration Statement on Form S-8 (Reg. No. 33-94544) filed with the
Commission on July 12, 1995 are incorporated herein by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The entire contents of this Item as contained in the Company's
Registration Statement on Form S-8 (Reg. No. 33-94544) filed with the
Commission on July 12, 1995 are incorporated herein by reference.
Page 2 of 7
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ITEM 8. EXHIBITS.
The entire contents of this Item as contained in the Company's
Registration Statement on Form S-8 (Reg. No. 33-94544) filed with the
Commission on July 12, 1995 are incorporated herein by reference except for
Exhibit 4.2 thereof and with the following additions and changes which are
attached hereto:
3.1 Amended and Restated Bylaws of the Company adopted on April 19,
1996 (incorporated by reference to the exhibit with the same
identification number filed with the Company's Registration
Statement on Form S-8 (Reg. No. 333-07111) filed with the
Commission on June 28, 1996).
5.1 Opinion of Legal Counsel of the Company, as to the legality of
the securities being registered.
10.28.1 Group Technologies Corporation Stock Option Plan Restated
effective on June 26, dated January 22, 1990 (incorporated by
reference to the exhibit with the same identification number filed
with the Company's Registration Statement on Form S-8 (Reg. No.
333-07111) filed with the Commission on June 28, 1996).
10.32.2 Group Technologies Corporation Independent Directors' Stock Option
Plan Restated effective on June 26, 1996, dated October 27, 1994
(incorporated by reference to the exhibit with the same
identification number filed with the Company's Registration
Statement on Form S-8 (Reg. No. 333-07111) filed with the
Commission on June 28, 1996).
10.33.2 Group Technologies Corporation 1994 Stock Option Plan for Key
Employees Restated effective on June 26, 1996, dated October 27,
1994 (incorporated by reference to the exhibit with the same
identification number filed with the Company's Registration
Statement on Form S-8 (Reg. No. 333-07111) filed with the
Commission on June 28, 1996).
24.1 Consent of Legal Counsel of the Company (appears in his opinion
filed as Exhibit 5.1).
24.2 Consent of Ernst & Young LLP.
ITEM 9. UNDERTAKINGS.
The entire contents of this Item as contained in the Company's
Registration Statement on Form S-8 (Reg. No. 33-94544) filed with the
Commission on July 12, 1995 are incorporated herein by reference.
Page 3 of 7
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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 Tampa, State of Florida, on June 28, 1996.
GROUP TECHNOLOGIES CORPORATION
By: /s/ Carl P. McCormick
---------------------------------------
Carl P. McCormick, President and
Chief Executive Officer
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>
/s/ Carl P. McCormick Director, President and Chief Executive Officer 6-28-96
- ---------------------- (Principal Executive Officer)
Carl P. McCormick
/s/ David D. Johnson Chief Financial Officer 6-28-96
- ----------------------
David D. Johnson
/s/ Jeffrey T. Gill Chairman of the Board 6-28-96
- ----------------------
Jeffrey T. Gill
/s/ Robert E. Gill Director 6-28-96
- ----------------------
Robert E. Gill
/s/ Henry F. Frigon Director 6-28-96
- ----------------------
Henry F. Frigon
/s/ Sidney R. Petersen Director 6-28-96
- ----------------------
Sidney R. Petersen
/s/ Roger W. Johnson Director 6-28-96
- ----------------------
Roger W. Johnson
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Page 4 of 7
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GROUP TECHNOLOGIES CORPORATION
EXHIBIT INDEX
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<CAPTION>
Exhibit Page
No. Number
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<S> <C> <C>
3.1 Amended and Restated Bylaws of the Company adopted on April 19, 1996 (incorporated by reference
to the exhibit with the same identification number filed with the Company's Registration Statement
on Form S-8 (Reg. No. 333-07111) filed with the Commission on June 28, 1996)................................. n/a
4.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to the
exhibit with the same exhibit identification number filed with the Company's Registration Statement
on Form S-1 (File No. 33-76326) filed with the Commission on March 11, 1994.)................................ n/a
4.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to the exhibit with the same identification number filed with
Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 33-76326) filed
with the Commission on May 5, 1994).......................................................................... n/a
4.4 Second Amendment to the Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to the exhibit with the same exhibit identification number filed with Amendment No. 2 to
the Company's Registration Statement on Form S-1 (File No. 33-76326) filed with the Commission on May
5, 1994)..................................................................................................... n/a
5.1 Opinion of Legal Counsel of the Company, as to the legality of the securities being registered............... 6
10.28.1 Group Technologies Corporation Stock Option Plan Restated effective on June 26, 1996, dated
January 22, 1990 (incorporated by reference to the exhibit with the same identification number
filed with the Company's Registration Statement on Form S-8 (Reg. No. 333-07111) filed with the
Commission on June 28, 1996)................................................................................. n/a
10.32.2 Group Technologies Corporation Independent Directors' Stock Option Plan Restated effective on June 26, 1996,
dated October 27, 1994 (incorporated by reference to the exhibit with the same identification number
filed with the Company's Registration Statement on Form S-8 (Reg. No. 333-07111) filed with the
Commission on June 28, 1996)................................................................................. n/a
10.33.2 Group Technologies Corporation Stock Option Plan For Key Employees Restated effective on June 26,
1996, dated October 29, 1994 (incorporated by reference to the exhibit with the same identification
number filed with the Company's Registration Statement on Form S-8 (Reg. No. 333-07111) filed with
the Commission on June 28, 1996)... ......................................................................... n/a
24.1 Consent of Legal Counsel of the Company (appears in his opinion filed as Exhibit 5.1)........................ n/a
24.2 Consent of Ernst & Young LLP................................................................................. 7
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Page 5 of 7
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EXHIBIT 5.1
OPINION OF LEGAL COUNSEL
June 27, 1996
Group Technologies Corporation
10901 Malcolm McKinley Drive
Tampa, Florida 33612
Re: Registration Statement on Form S-8
This opinion is given to you in connection with the filing by Group
Technologies Corporation, a Florida corporation (the "Company"), with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
with respect to 180,000 shares of common stock, $.01 par value, of the Company
issuable pursuant to the Company's Independent Directors' Stock Option Plan, as
amended (the "Plan") (all shares of such stock issuable pursuant to the Plan
are referred to herein as the "Common Stock"). As counsel for the Company, I
have examined the relevant corporate documents incident to giving this opinion.
Based on the foregoing, I am of the opinion that the shares of Common Stock,
when issued and delivered in accordance with the provisions of the Plan and
options issued thereunder, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Michael L. Schuman
Page 6 of 7
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EXHIBIT 24.2
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Group Technologies Corporation Independent Directors'
Stock Option Plan of our report dated March 29, 1996, with respect to the
consolidated financial statements and schedule of Group Technologies Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-----------------------------
Ernst & Young LLP
Tampa, Florida
June 27, 1996
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