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Registration No. 33-79506
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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STIMSONITE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3718658
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7542 NORTH NATCHEZ AVENUE, NILES, ILLINOIS 60714
(Address, Including Zip Code, of Principal Executive Offices)
AMENDED AND RESTATED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
Thomas C. Ratchford
Vice President-Finance, Chief Financial Officer,
Treasurer and Secretary
7542 North Natchez Avenue
Niles, Illinois 60714
(Name and Address of Agent for Service)
(847) 647-7717
(Telephone Number, Including Area Code, of Agent For Service)
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Stimsonite Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997; and
(2) The description of the Company's common stock, $.01 par value,
contained or incorporated by reference in the Company's Registration
Statement on Form 8-A filed with the Commission on November 30, 1993,
including any amendment or report filed for the purpose of updating
that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing of this registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered have been sold
or deregistering all securities then remaining unsold thereunder shall be deemed
to be incorporated herein by reference and shall be deemed to be a part hereof
from the date of filing thereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law ("GCL"), the
Company's Certificate of Incorporation, as amended (the "Certificate")
provides that no director shall be personally liable to the Company or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) arising from payment of dividends or approval of a
stock purchase in violation of Section 174 of the GCL; (ii) for any breach of
the duty of loyalty to the Company or its stockholders; (iii) for acts or
omissions not in good faith; or (iv) for any action from which the director
derived an improper personal benefit. While the Certificate provides
protection from awards for monetary damages for breaches of the duty of care,
it does not eliminate the director's duty of care. Accordingly, the
Certificate will not affect the availability of equitable remedies, such as
an injunction, based on a director's breach of the duty of care. The
provisions of the Certificate described above apply to officers of the
Company only if they are directors of the Company and are acting in their
capacity as directors, and does not apply to officers of the Company who are
not directors.
In addition, the Company's By-Laws provide that the Company shall indemnify
its officers and directors, and any employee who serves as an officer or
director of any corporation at the Company's request, to the fullest extent
permitted under and in accordance with the GCL. Under the GCL, directors and
officers as well as employees and individuals may be indemnified against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection
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with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation as a derivative action) if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful.
The Company has director and officer liability insurance under which each
director and certain officers of the Company are insured against certain
liabilities.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company, incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (Commission File No. 0-22978) (the
"1993 10-K").
4.2 By-laws of the Company, as amended to date, incorporated by reference
to Exhibit 3.2 to the 1993 10-K.
4.3 Registration Rights Agreement, dated as of October 19, 1993, among the
Company, Quad-C Partners, L.P., Quad-C Partners C.V. and Commonwealth
Investors, L.P., incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1, as amended (Commission
File No. 33-70633).
4.4 Amended and Restated Stock Option Plan for Non-Employee Directors,
incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996
(Commission File No. 0-22978).
5 Opinion of Jones, Day, Reavis & Pogue as to the validity of the
securities registered hereunder.
23.1 Consent of Jones, Day, Reavis & Pogue (set forth in their opinion
filed as Exhibit 5 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is,
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therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Niles, State of Illinois, on this
8th day of April, 1998.
STIMSONITE CORPORATION
By: /s/ Thomas C. Ratchford
_______________________________________________
Thomas C. Ratchford
Vice President - Finance, Chief Financial
Officer, Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert E. Stutz President and Chief April 8, 1998
_________________________ Executive Officer (Principal
Robert E. Stutz Executive Officer); Director
/s/ Thomas C. Ratchford Vice President - Finance, April 8, 1998
__________________________ Chief Financial Officer,
Thomas C. Ratchford Treasurer and Secretary
(Principal Financial and
Accounting Officer)
* Director
_________________________
Terrence D. Daniels
* Director
_________________________
Lawrence S. Eagleburger
* Director
_________________________
Edward T. Harvey, Jr.
* Director
_________________________
Anthony R. Ignaczak
* Director
_________________________
Richard J.M. Poulson
* This post-effective amendment has been signed on behalf of the above-named
directors of the Company by Thomas C. Ratchford, Vice President - Finance,
Chief Financial Officer, Treasurer and Secretary of the Company, as
attorney-in-fact pursuant to a power of attorney previously filed with the
Securities and Exchange Commission.
DATED: April 8, 1998 By: /s/ Thomas C. Ratchford
______________________________________
Thomas C. Ratchford, Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
4.1 Certificate of Incorporation of the Company, incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (Commission File No. 0-22978) (the "1993 10-K").
4.2 By-laws of the Company, as amended to date, incorporated by reference to
Exhibit 3.2 to the 1993 10-K.
4.3 Registration Rights Agreement, dated as of October 19, 1993, among the
Company, Quad-C Partners, L.P., Quad-C Partners C.V. and Commonwealth
Investors, L.P., incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1, as amended (Commission File
No. 33-70633).
4.4 Amended and Restated Stock Option Plan for Non-Employee Directors,
incorporated by reference to Exhibit 10.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (Commission File
No. 0-22978).
5 Opinion of Jones, Day, Reavis & Pogue as to the validity of the securities
registered hereunder.
23.1 Consent of Jones, Day, Reavis & Pogue (set forth in their opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
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Exhibit 5
[Letterhead of Jones, Day, Reavis & Pogue]
April 8, 1998
Stimsonite Corporation
7542 North Natchez Avenue
Niles, Illinois 60714
Re: AMENDED AND RESTATED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Ladies and Gentlemen:
We have acted as counsel for Stimsonite Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Amended and
Restated Stock Option Plan for Non-Employee Directors (the "Plan"). We have
examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion, and based thereupon we are of the
opinion that the shares of the Company's Common Stock, par value $.01 per
share ("Common Stock"), that may be issued and sold pursuant to the Plan are
duly authorized and, when issued and sold in accordance with the Plan, will
be validly issued, fully paid and nonassessable so long as the consideration
received by the Company is at least equal to the stated par value of such
shares of Common Stock.
We hereby consent to the filing of this opinion as Exhibit 5 to
Amendment No. 1 to the Registration Statement on Form S-8 filed by the
Company to effect registration of the shares of Common Stock to be issued and
sold pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement of Stimsonite Corporation on Form
S-8, pertaining to the Amended and Restated Stock Option Plan for
Non-Employee Directors, of our report dated February 13, 1998, on our audits
of the consolidated financial statements and financial statement schedule of
Stimsonite Corporation and subsidiaries as of December 31, 1997 and 1996, and
for each of the three years in the period ended December 31, 1997, which
report is included in Stimsonite Corporation's Annual Report on Form 10-K for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
April 8, 1998
