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REGISTRATION STATEMENT NO. _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARGUSS HOLDINGS, INC.
(FORMERLY KNOWN AS CONCEPTRONIC, INC.)
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 02-0413153
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
(Address of Principal Executive Offices)
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ARGUSS HOLDINGS, INC. 1991 STOCK OPTION PLAN
(Full Title of the Plan)
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ARTHUR F. TRUDEL
CHIEF FINANCIAL OFFICER
ARGUSS HOLDINGS, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
(Name and Address of Agent for Service)
(301) 315-0027
(Telephone Number, Including Area Code, of Agent For Service)
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered (1) Per Share Offering Price
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share 575,000 shares
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Shares Underlying Options
Granted
110,000 shares $4.75 - $5.50 (2) $ 567,500.00 (2) $ 171.97
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Shares Underlying Options
Available for Grant 465,000 shares $7.00 (3) $3,255,000.00 (3) $ 986.36
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TOTAL: 575,000 shares $3,822,500.00 $ 1,158.33
===================================================================================================================================
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(1) Plus, in accordance with Rule 416(a) of the Securities Act of 1933, as
amended (the "Securities Act"), such indeterminate number of shares as
may become subject to options under the Arguss Holdings, Inc. 1991
Stock Option Plan (the "Plan") as a result of the adjustment provisions
therein.
(2) The registration fee for shares of Common Stock issuable upon exercise
of outstanding options under the Plan was calculated pursuant to Rule
457(h) of the Securities Act using the prices at which such options may
be exercised.
(3) Estimated solely for the purpose of determining the amount of the
registration fee and, pursuant to Rules 457(c) and 457(h) of the
Securities Act, based upon the average of the bid and asked prices of
the Common Stock reported by the National Association of Securities
Dealers, Inc. on May 7, 1996.
Approximate date of commencement of proposed sale to the public: The Common
Stock obtained upon the exercise of options issued pursuant to the Plan may be
offered and sold by the holders thereof from time to time after the
effectiveness of this Registration Statement.
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The contents of Registration Statement No. 333-19277 are incorporated
by reference herein.
Prior to May, 1997, Arguss Holdings, Inc. (the "Company") operated
under the name "Conceptronic, Inc." During the second quarter of 1997,
management and shareholders of the Company adopted a plan providing for the
internal restructuring of the Company whereby the Company became a holding
company and its operating assets were held by wholly-owned operating
subsidiaries. Accordingly, in May, 1997, the Company transferred substantially
all of its Conceptronic, Inc. operating assets to a newly-formed, wholly-owned,
subsidiary of the Company, and the Company changed its name to "Arguss Holdings,
Inc." The subsidiary then adopted the name "Conceptronic, Inc."
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EXHIBITS.
5. Opinion of Robinson & Cole LLP regarding legality (filed
herewith).
23(a). Consent of KPMG Peat Marwick LLP (filed herewith).
23(b). Consent of Robinson & Cole LLP (contained in Exhibit 5).
24. Power of Attorney (filed herewith as part of the Signature
Page).
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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 Rockville, State
of Maryland, on this 9th day of May, 1997
ARGUSS HOLDINGS,
INC.
By: /s/ Rainer H. Bosselmann
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Rainer H. Bosselmann
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Rainer H. Bosselmann
and Richard A. Krantz his true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign any or all 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, each acting alone, full power and
authority to do and perform 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, each acting alone, or his substitute or
substitutes may lawfully do and cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons on May 9,
1997 in the capacities indicated.
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Signature Title
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<S> <C>
/s/ Ranier H. Bosselmann Principal Executive Officer,
- ------------------------------- and Director
Rainer H. Bosselmann
/s/ Arthur F. Trudel Principal Financial Officer and
- ------------------------------- Principal Accounting Officer
Arthur F. Trudel
/s/ William A. Barker Director
- -------------------------------
William A. Barker
/s/ James D. Gerson Director
- -------------------------------
James D. Gerson
/s/ Richard S. Perkins, Jr. Director
- -------------------------------
Richard S. Perkins, Jr.
/s/ Garry A. Prime Director
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Garry A. Prime
/s/ John A. Rolls Director
- -------------------------------
John A. Rolls
/s/ Peter L. Winslow Director
- -------------------------------
Peter L. Winslow
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. EXHIBIT PAGE NO.
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<S> <C> <C>
5. Opinion of Robinson & Cole LLP. ____
regarding legality.
23(a). Consent of KPMG Peat Marwick
LLP.
23(b). Consent of Robinson & Cole LLP Contained in Exhibit 5 on Page ___.
24. Power of Attorney Filed as part of the Signature Page on
Page ___.
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Exhibit 5
May 12, 1997
Arguss Holdings, Inc.
One Church Street
Rockville, Maryland 20850
Dear Sirs:
This opinion is being given in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Arguss Holdings, Inc. (the "Company") on
the date hereof for the purpose of registering under the Securities Act of 1933,
as amended, 575,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), to be issued by the Company under the Arguss Holdings, Inc.
1991 Stock Option Plan, as amended (the "Plan"). In connection with this
opinion, we have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for the purpose of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
the Common Stock has been legally authorized for issuance under the Plan and
when sold upon valid exercise of the options granted under the Plan will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
Robinson & Cole LLP
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Exhibit 23(a)
CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 7, 1997 (except as to note 14, which is as
of March 5, 1997) set forth in the Conceptronic, Inc. Form 10-KSB for the fiscal
year ended December 31, 1996.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
May 12, 1997
