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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
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LIUSKI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware 11-3065217
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6585 Crescent Drive
Norcross, Georgia 30071
(770) 447-9454
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LIUSKI INTERNATIONAL, INC.
1991 STOCK OPTION PLAN
(Full Title of Plan)
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Hsing Yen Liu
Liuski International, Inc.
6585 Crescent Drive
Norcross, Georgia 30071
(770) 447-9454
(name and address, including zip code and telephone number,
including area code of agent for service)
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Copies to:
Joseph L. Cannella, Esq.
Fischbein Badillo Wagner Harding
909 Third Avenue
New York, New York 10022
(212) 826-2000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Offering Aggregate Amount of
Class of Securities Amount to be Price Per Offering Registra-
to be Registered Registered Share Price tion Fee
- ------------------- ------------- --------- --------- --------
Common Stock, $0.01
par value .......... 150,000 $4.39 (1) $658,500 (1) $227
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(1) As of the date hereof, options to purchase 25,450 shares of the 150,000
shares of the Common Stock being registered hereby had been granted
pursuant to the 1991 Stock Option Plan (the "Plan") at the exercise price
of no greater than $4.75 per share. The registration fee for the 25,450
shares is based upon the $4.75 exercise price. The registration fee for the
balance of the 150,000 shares of Common Stock which are issuable upon
exercise of options which may be granted pursuant to the Plan is based upon
the average of the high and low sales prices for the Common Stock of
$4.3125 on May 17, 1996, as prescribed by Rule 457(c).
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PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Liuski
International, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission"), are hereby incorporated by reference in this
Registration Statement:
1. Registration Statement No. 33-5776 on Form S-8, relating to
the Plan, filed with the Commission on January 29, 1993.
2. Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
3. Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
4. The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of the Registration Statement and prior to the filing of a post-effective
amendment, which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing such documents.
The Registrant will provide without charge to any Plan participant, at
the request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to Mark Rafuse, Vice President Finance, Chief
Financial Officer, Liuski International, Inc. 6585 Crescent Drive, Norcross,
Georgia 30071 (Tel. No. 770-447-9454).
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Item 4. Exhibits.
Incorporated
by Reference Exhibit
to Exhibit Nos. Description of Exhibit
---------- ---- ----------------------
(1) 4.1 Liuski International, Inc. 1991 Stock Option Plan
(2)* 4.2 Amendment to Liuski International, Inc. 1991 Stock
Option Plan (Minutes of Board of Directors and
Minutes of Annual Meeting of Stockholders)
* 5 Opinion of Fischbein Badillo Wagner Harding
* 23.1 Consent of BDO Seidman, LLP
* 23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit 5)
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* Filed herewith.
(1) Incorporated by Reference to the Company's Registration Statement on Form
S-1 (File No. 33-41297).
(2) On July 7, 1993, the Board of Directors of Liuski International, Inc.
amended the 1991 Stock Option Plan increasing the number of shares of the
Company's Common Stock that may be granted thereunder from 300,000 to
450,000 shares. This amendment was approved and adopted by the shareholders
of Liuski International, Inc. at the Company's annual meeting on August 26,
1993.
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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 Atlanta, State of Georgia, on the 21st day of May,
1996.
LIUSKI INTERNATIONAL, INC.
By:/s/Hsing Yen Liu
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Hsing Yen Liu
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 date indicated:
Signature Title Date
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/s/ Hsing Yen Liu Chairman of the Board of Directors, May 21, 1996
- ---------------------- Chief Executive Officer and Director
Hsing Yen Liu (Principal Executive Officer)
/s/ Mark Rafuse Vice President - Finance and Chief May 21, 1996
- ---------------------- Financial Officer (Principal
Mark Rafuse Financial and Accounting Officer)
and Director
/s/Manuel C. Tan President, Chief Operating Officer, May 21, 1996
- ----------------------- and Director
Manuel C. Tan
- ----------------------- Director
Edwin J. Feinberg
/s/Paul J. Konigsberg May 21, 1996
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Paul J. Konigsberg Director
- ----------------------- Director
Kenny Liu
- ----------------------- Director
Eric R. Bashford
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
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4.2 Amendment to Liuski International, Inc.
1991 Stock Option Plan (Minutes of
Board of Directors and Minutes of
Annual Meeting of Stockholders)
5 Opinion of Fischbein Badillo Wagner Harding
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit 5)
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EXHIBIT 4.2
MINUTES OF THE BOARD OF DIRECTORS
OF LIUSKI INTERNATIONAL, INC.
A Special Meeting of the Board of Directors of Liuski International,
Inc. (the "Company"), was held by telephone on July 7, 1993 at 11:00 a.m.
PRESENT: Hsing Yen Liu
Edwin Feinberg
Manuel C. Tan
Xeubing Wang
Paul J. Konigsberg
constituting the entire Board of Directors of the Company.
ALSO PRESENT: Joseph L. Cannella.
The meeting was called to order by Mr. Hsing Yen Liu, who acted as
Chairman. Mr. Feinberg acted as Secretary.
Upon motion duly made, seconded, and unanimously carried, the reading
of the minutes of the previous meeting was waived and the Minutes were approved.
The first order of business was to review the annual salaries of the
Company's Executive Officers. After discussion, upon motion duly made, seconded,
and carried by four affirmative votes, Mr. Liu abstaining, it was
RESOLVED, that Mr. Liu's annual salary be increased effective July 1,
1993 to $200,000 per annum.
After discussion, upon motion duly made, seconded, and carried by four
affirmative votes, Mr. Tan abstaining, it was
RESOLVED, that Mr. Tan's annual salary be increased effective July
1, 1993, to $150,000 per annum.
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After discussion, upon motion duly made, seconded, and carried by four
affirmative votes, Mr. Feinberg abstaining, it was
RESOLVED, that Mr. Feinberg's salary be increased effective July 1,
1993, to $95,000.
The Chairman stated that the next order of business to be considered
was the adoption of a compensation policy and the preparation of a Compensation
Report to be included in the Proxy Statement to be furnished to shareholders in
connection with the Company's 1993 Annual Meeting. After discussion, upon motion
duly made, seconded, and unanimously carried, it was
RESOLVED, that the compensation report annexed hereto as Exhibit A
constitutes the Compensation Report of the Board of Directors of
the Company to be incorporated into the Proxy Statement furnished
to shareholders in connection with the Company's 1993 Annual
Meeting.
The Chairman then discussed the Company's employment of Michael S.
Hong, who has substantial marketing experience in the computer industry most
recently with Samsung Electronics Co. and its affiliates. The Chairman suggested
that the Company would benefit by Mr. Hong's experience and capabilities and
recommended that he be given the title and authority of an Executive Officer of
the Company. After discussion, upon motion duly made, seconded, and unanimously
carried, it was
RESOLVED, that the Company's employment of Michael S. Hong as
Senior Vice President - Sales and Marketing at an annual salary of
$120,000 per annum be affirmed and ratified.
Mr. Feinberg stated that the next order of business to be considered
was the granting of stock options to Mr. Hong and Mr. Michael Laezza, the latter
of whom joined the Company as Vice President - Product Management earlier in
1993. Mr. Feinberg stated that it would be to the advantage and interest of the
Company to grant options to these employees as an inducement for them to remain
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in the service of the Company, or of its subsidiaries, and as an incentive for
increased efforts during such service. After discussion, upon motion duly made,
seconded, and unanimously carried, it was
RESOLVED, that the Company be and it hereby is authorized to grant
stock options to acquire 10,000 shares of the Company's common
stock to Michael Hong and that such options become exercisable as
to 33 1/3% of the total options granted on each of the first three
anniversaries of the date of grant, and otherwise be subject to
forfeiture consistent with the Company's policy with respect to
options granted to other employees, and it is further
RESOLVED, that the Company be and it hereby is authorized to grant
stock options to acquire 5,000 shares of the Company's common stock
to Michael Laezza and that such options become exercisable as to 33
1/3% of the total options granted on each of the first three
anniversaries of the date of grant, and otherwise be subject to
forfeiture consistent with the Company's policy with respect to
options granted to other employees, and it is further
RESOLVED, that the purchase price per share of the options issued
to the Company's employees referred to in these minutes shall be
the greater of (i) the closing price for the Company's common stock
on this day on the National Association of Securities Dealers, Inc.
Automated Quotation System/National Market System which is hereby
determined to equal the fair market value of the common stock of
the Company on this day or (ii) $9.63, and it is further
RESOLVED, that the Chairman, or anyone designated by the Chairman,
hereby is authorized and empowered to execute and deliver such
instruments, agreements or documents as may be necessary or
desirable to implement the terms, provisions, purposes and intents
of the foregoing resolutions, and that any person authorized herein
to execute any such instrument, agreement or documents is further
authorized to approve any modification thereof or addition thereto,
and the delivery thereof of any such instrument, agreement or
documents shall be conclusive evidence of such person's authority
as granted herein and approval thereof by the Board of Directors.
Mr. Feinberg then stated that the last order of business to be
considered is an increase in the number of common shares of the Company that may
be granted under the Company's 1991 Stock Option Plan. After discussion, upon
motion duly made, seconded, and unanimously carried, it was
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RESOLVED, that the number of shares that may be granted under the
Company's 1991 Stock Option Plan be increased from 300,000 to
450,000 of the Company's common stock.
Mr. Konigsberg then suggested that the next meeting of the Board of
Directors be held at his offices on August 4, 1993 at 9:00 a.m.
There being no further business to come before the Meeting, upon
motion duly made, seconded, and unanimously carried, the Meeting was adjourned.
/s/ Edwin Feinberg
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Edwin Feinberg
Assistant Secretary
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EXHIBIT 4.2
MINUTES OF THE ANNUAL MEETING OF STOCKHOLDERS
OF LIUSKI INTERNATIONAL, INC.
August 26, 1993
The annual meeting of stockholders of Liuski International, Inc. (the
"Company"), was held on August 26, 1993, at the Huntington Hilton Hotel,
Melville, New York, at 10:00 A.M.
The meeting was called to order by Hsing Yen Liu, President and Chief
Operating Officer of the Company. Manuel C. Tan, President and Chief Operating
Officer of the Company, acted as Secretary of the meeting. Mr. Tan gave a short
report on the Company's activities. Mr. Tan then introduced Joseph L. Cannella,
a partner of Fischbein Badillo Wagner Itzler, and counsel to the Company to
handle the formalities of the meeting. Mr. Cannella then introduced the
following directors and executive officers of the Company who were present at
the meeting:
Hsing Yen Liu - Chairman of the Board of Directors and Chief
Executive Officer
Manuel C. Tan - Director, President and Chief Operating Officer
Edwin J. Feinberg - Director, Vice President - Finance, and Chief
Financial Officer
Paul J. Konigsberg - Director, and Senior Partner of Konigsberg Wolf
& Co., P.C., an Accounting Firm, since 1972
Michael S. Hong - Senior Vice President - Sales and Marketing
Mr. Cannella then noted the absence, due to pressing business
overseas, of one director and one executive officer of the Company.
Xeubing Wang - Director, and General Manager, U.S.A., of the Bank
of China since 1988, although affiliated with such
bank since 1976
Shirley Lee - Executive Vice President
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Mr. Cannella announced the appointment of Mr. Feinberg as Inspector of
Election. The Oath of the Inspector of Election was submitted to the meeting.
Mr. Cannella then declared that proxies representing the holders of a
majority of the outstanding shares entitled to vote at the meeting had been
received and that a quorum was present.
Mr. Cannella presented to the meeting the notice of meeting, the
affidavit of mailing thereof and a list of the holders of Common Stock entitled
to vote at the meeting.
Mr. Cannella then explained to the attending stockholders that the
Company adopted a classified board of directors consisting of the five directors
mentioned above divided into three classes and that the stockholders would be
voting for the re-election of Mr. Tan and Mr. Wang as class 2 directors because
their term of office expires at this annual meeting.
The meeting then proceeded to the first order of business before the
meeting which was the election of the class 2 directors. Upon motion duly made
and seconded, Manuel C. Tan and Xeubing Wang were nominated to serve as
directors of the Company, each to hold office for a term to expire at the third
annual meeting of stockholders following this meeting and until their respective
successors are elected and qualify.
The meeting then proceeded to the next order of business before the
meeting which was a proposal to approve an amendment to the Company's 1991 stock
option plan to increase the number of shares that may be granted thereunder from
300,000 to 450,000 shares of the Company's common stock.
Upon motion duly made and seconded, the following resolutions were
presented for adoption:
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RESOLVED, that the Company's 1991 stock option plan be hereby amended
by increasing the number of shares that may be granted thereunder from 300,000
to 450,000 shares of the Company's common stock, and be it further
RESOLVED, that the Board of Directors and the officers of the Company
be, and they hereby are, authorized and empowered to take all actions and
execute and deliver all documents as may be necessary or advisable to effectuate
the intent of the foregoing resolutions.
Mr. Cannella then opened the floor for discussion on this motion and
after no further discussions declared the item closed.
The meeting then proceeded to the next order of business before the
meeting which was a proposal to ratify the selection of BDO Seidman as the
Company's certified independent public accountants for the 1993 calendar year.
Upon motion duly made and seconded, the following resolutions were
presented for adoption:
RESOLVED, that the selection of BDO Seidman as the Company's certified
independent public accountants for the 1993 calendar year is hereby ratified and
approved.
Mr. Cannella then opened the floor for discussion on this motion and
after no further discussions declared the item closed.
Mr. Cannella then instructed the attending stockholders voting by
ballot to so vote by marking the appropriate ballot where indicated and asked
the Inspector of Election to collect the ballots. He declared the polls closed
after all the ballots were collected.
Mr. Cannella then declared the meeting open for questions. Mr.
Cannella then re-introduced Mr. Liu to answer any questions. After all questions
had been answered, Mr. Cannella asked the Inspector of Election to determine the
results of the voting. Following the question and answer period, the Inspector
of Election indicated that he was ready to report on the balloting. The written
Report on the Inspector of Election was then presented to the meeting.
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The Inspector of Election reported that each of Manuel C. Tan and
Xeubing Wang had been elected to serve as directors of the Company until the
third annual meeting next following this meeting and until their successors are
elected and qualify.
The Inspector of Election then reported that the proposal to amend
the Company's 1991 stock option plan to increase the number of shares which may
be granted thereunder from 300,000 to 450,000 shares of the Company's common
stock was adopted.
The Inspector of Election then reported that the proposal to ratify
the selection of BDO Seidman as the Company's independent certified public
accountants for the calendar year was adopted.
The Secretary was instructed to file the Report of the Inspector of
Election, the Oath of the Inspector and the Affidavit of Mailing with the
minutes of the meeting and to file the list of stockholders, the proxies and the
ballots with the official record of the Company.
There being no further business to come before the meeting, upon
motion duly made, seconded, and unanimously carried, the meeting was adjourned.
/s/ Manuel C. Tan
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Manuel C. Tan
President and Secretary of the Meeting
ATTEST:
/s/ Hsing Yen Liu
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Hsing Yen Liu
Chairman of the Board
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EXHIBIT 5
May 21, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Liuski International, Inc.
Registration Statement on Form S-8
1991 Stock Option Plan
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Dear Sirs:
As counsel to Liuski International, Inc., a Delaware corporation (the
"Company"), we have been requested to render this opinion for filing as Exhibit
5 to the Company's Registration Statement on Form S-8 (the "Registration
Statement"). Each term used herein that is defined in the Registration Statement
and not otherwise defined herein, shall have the meaning specified in the
Registration Statement.
The Registration Statement covers 150,000 shares of Common Stock, par
value $.01 per share, which are issuable upon the exercise of options
("Options") granted pursuant to the Company's 1991 Stock Option Plan, as
amended.
We have examined the originals or photocopies or certified copies of
such records of the Company, certificates of officers of the Company and other
documents as we have deemed necessary or appropriate for the purpose of this
opinion. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents.
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May 21, 1996
Page 2
Based on our examination mentioned above, and such other
investigations as we have deemed necessary, we are of the opinion that the
shares of Common Stock which are issuable upon exercise of Options will be, when
issued and paid for in the manner contemplated by such options, legally and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Fischbein Badillo Wagner Harding
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Liuski International, Inc.
Atlanta, Georgia
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 1, 1996, relating to the
consolidated financial statements and schedules of Liuski International, Inc.
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995.
BDO Seidman, LLP
Atlanta, Georgia
May 21, 1996
