<PAGE> 1
As filed with the Securities and Exchange Commission on December 13, 1996
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DNX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2877973
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
575 Route 28, Raritan, New Jersey 08869
(Address of Principal Executive Offices Including Zip Code)
DNX CORPORATION
1991 STOCK OPTION PLAN
(AS AMENDED THROUGH OCTOBER 1, 1996)
(Full title of the plan)
John G. Cooper
Senior Vice President, Secretary, Treasurer and Chief Financial Officer
DNX Corporation
575 Route 28
Raritan, New Jersey 08869
(Name and address of agent for service)
(908) 722-7900
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered (1) price per share (2) price (2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per 150,000 $4.875 $731,250 $222.00
share
================================================================================================================================
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, par value $0.01 per share (the "Common Stock"), as may become
issuable pursuant to the anti-dilution provisions of the 1991 Stock
Option Plan, as amended and restated as of October 2, 1996 (the
"Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock
Exchange on December 11, 1996, which date is within five business days
prior to filing.
</TABLE>
Exhibit Index Appears on Page 7
Page 1 of 11 Pages
<PAGE> 2
Part II
This Registration Statement relates to 150,000 shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of DNX Corporation (the
"Registrant"), being registered for use under the Registrant's 1991 Stock Option
Plan, as amended through October 1, 1996 (the "Plan").
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference: (i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 1-19659); (ii) the Registrant's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996 (File No. 1-19659); and (iii) the description of the Common
Stock contained in the Registration Statement on Form 8-A filed on December
10, 1991 (File No. 1-19659) and reports filed for the purpose of updating that
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable. (Class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.)
Item 5. Interests of Named Experts and Counsel
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's Second Restated Certificate of Incorporation and
Second Amended and Restated By-laws, attached as Exhibits (3)(i) and (3)(ii),
respectively, to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 contain provisions that provide for the indemnification
of its directors and officers to the fullest extent permitted by law. The
Registrant's Second Restated Certificate of Incorporation also contains a
provision that limits the personal liability of its directors to the Registrant
or its stockholders to the fullest extent permitted by law. In addition, the
Registrant has entered into contracts with its directors and executive officers
that provide in part for their indemnification by the Registrant against certain
liabilities, and the Registrant also maintains insurance coverage for the
benefit of its directors and officers with respect to many types of claims that
may be made against them.
Reference is hereby made to Section 145 of the Delaware General
Corporation Law relating to indemnification of directors, officers, employees
and agents of a Delaware corporation.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Page 2 of 11 Pages
<PAGE> 3
Item 8. Exhibits
--------
4.1 DNX Corporation 1991 Stock Option Plan, as amended through
October 1, 1996, which is hereby incorporated by reference
from Appendix F to the Registrant's definitive Proxy
Statement, dated November 11, 1996, for its Annual
Meeting to be held December 18, 1996
5 Opinion of Jones, Day, Reavis & Pogue
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Jones, Day, Reavis & Pogue -- See Exhibit 5
24 Power of Attorney
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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 a 20% 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 by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of the Registrant's annual report pursuant to
Section
Page 3 of 11 Pages
<PAGE> 4
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 in the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Act and is, 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 of 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.
Page 4 of 11 Pages
<PAGE> 5
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 Raritan, State of New Jersey, on December 12, 1996.
DNX CORPORATION
By: /s/ John G. Cooper
---------------------------------
John G. Cooper
Senior Vice President, Secretary,
Treasurer and Chief Financial
Officer
Page 5 of 11 Pages
<PAGE> 6
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors, December 12, 1996
- -------------------------- President and Chief Executive
Paul J. Schmitt Officer (Principal Executive Officer)
* Treasurer and Chief Financial December 12, 1996
- -------------------------- Officer (Principal Financial Officer
John G. Cooper and Principal Accounting Officer)
* Director December 12, 1996
- --------------------------
John K. Clarke
* Director December 12, 1996
- --------------------------
Jesse I. Treu
* Director December 12, 1996
- --------------------------
Desmond H. O'Connell, Jr.
Director December __, 1996
- --------------------------
W. Leigh Thompson, M.D.
* Director December 12, 1996
- --------------------------
Photios T. Paulson
<FN>
* John G. Cooper, the undersigned attorney-in-fact, by signing his name
hereto, does sign and execute this Registration Statement on behalf of the
above-named officers and directors pursuant to a power of attorney filed with
the Securities and Exchange Commission as Exhibit 24 to this Registration
Statement.
</TABLE>
December 12, 1996 By: /s/ John G. Cooper
-------------------------
John G. Cooper
Attorney-in-Fact
Page 6 of 11 Pages
<PAGE> 7
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
------ ----------- ------
<S> <C>
4.1 DNX Corporation 1991 Stock Option Plan, as amended through
October 1, 1996, which is incorporated by reference from Appendix F
to Registrant's definitive Proxy Statement, dated November 11,
1996, for its Annual Meeting to be held December 18, 1996
5 Opinion of Jones, Day, Reavis & Pogue
23(a) Consent of KPMG Peat Marwick LLP
23(b) Opinion and Consent of Jones, Day, Reavis & Pogue -- See Exhibit 5
24 Power of Attorney
</TABLE>
Page 7 of 11 Pages
<PAGE> 1
EXHIBIT 5
[JDR&P LETTERHEAD]
251150-002-004
December 13, 1996
DNX Corporation
575 Route 28
Raritan, New Jersey 08869
Re: DNX Corporation 1991 Stock Option Plan
--------------------------------------
Ladies and Gentlemen:
We have acted as counsel for DNX Corporation, a Delaware
corporation (the "Company"), in connection with its 1991 Stock Option Plan, as
amended through October 1, 1996 (the "Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion, and based thereon, we are of the opinion that the additional
150,000 shares of the Company's Common Stock, par value $.01 per share (the
"Common Shares"), being registered on the Registration Statement on Form S-8
filed as of December 13, 1996, that may be issued and sold pursuant to the Plan
will be duly authorized, validly issued, fully paid and nonassessable when
issued and sold in accordance with the terms and conditions of the Plan,
provided that the consideration received by the Company is at least equal to the
par value of the Common Shares.
We hereby consent to the filing of this opinion as Exhibit 5
to this Registration Statement on Form S-8 that is being filed by the Company
with respect to the Plan with the Securities and Exchange Commission.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
----------------------------------
Jones, Day, Reavis & Pogue
Page 8 of 11 Pages
<PAGE> 1
Exhibit 23(a)
ACCOUNTANTS' CONSENT
Board of Directors and Stockholders
DNX Corporation
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Princeton, New Jersey
December 13, 1996
Page 9 of 11 Pages
<PAGE> 1
Exhibit 24
DNX Corporation
Directors and Officers
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of DNX Corporation, a Delaware corporation (the "Company"), hereby
constitutes and appoints Paul J. Schmitt, John G. Cooper, Thomas C. Daniels and
Robert J. Bush, and each of them, his true and lawful attorney or
attorneys-in-fact, with full power of substitution and resubstitution, for him
and in his name, place, and stead, to sign on his behalf as a director or
officer, or both, as the case may be, of the Company a Registration Statement on
Form S-8 pursuant to the Securities Act of 1933 with respect to the common
stock, par value $0.01 per share, of the Company to be offered in connection
with the amendments to the Company's 1991 Stock Option Plan, and to sign any and
all amendments or post-effective amendments to such Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission or any state regulatory
authority, granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and thing they
deem necessary, advisable or appropriate in connection therewith, as fully to
all intents and purposes as they might or could do in person, hereby ratifying
and confirming all that said attorney or attorneys-in-fact or any of them or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 1st day of October 1996.
<TABLE>
<CAPTION>
<S> <C>
/s/ Paul J. Schmitt /s/ John G. Cooper
- --------------------------------------- ----------------------------------
Paul J. Schmitt John G. Cooper
Chairman of the Board, President, Chief Senior Vice President, Secretary,
Executive Officer (Principal Executive Treasurer and Chief Financial
Officer) and Director Officer (Principal Financial
and Accounting Officer)
/s/ John K. Clarke /s/ Jesse I. Treu
- --------------------------------------- ----------------------------------
John K. Clarke Jesse I. Treu
Director Director
/s/ Desmond H. O'Connell, Jr.
- --------------------------------------- ----------------------------------
Desmond H. O'Connell, Jr. W. Leigh Thompson, M. D.
Director
/s/ Photios T. Paulson
- ---------------------------------------
Photios T. Paulson
Director
</TABLE>
Page 10 of 11 Pages
<PAGE> 2
The undersigned, John G. Cooper, Secretary of the Company, does hereby certify
that the following resolution was duly adopted at a meeting of the Board of
Directors of the Company held on October 1, 1996:
RESOLVED, that each of Paul J. Schmitt, John G. Cooper, Thomas C.
Daniels, and Robert J. Bush is hereby appointed as an attorney-in-fact or
attorneys-in-fact of the Company, and each officer and director who may execute
the 1991 Plan Registration Statement(s) or any supplement or amendment thereto
or any document in connection therewith (whether on behalf of the Company or as
an officer or director thereof, or otherwise), with full power of substitution
to sign and file with the Commission for and in the name of the Company such
1991 Plan Registration Statement(s), any supplements or amendments thereto and
any and all applications and other documents relating to such 1991 Plan
Registration Statement(s), with full power and authority to take any and all
other actions that may be required in connection therewith, and the acts of each
of said attorneys or his substitute are hereby ratified, confirmed and approved.
IN WITNESS WHEREOF, the undersigned duly executed this certificate on
the 12th day of December 1996.
/s/ John G. Cooper
------------------------------
John G. Cooper
Secretary
Page 11 of 11 Pages
