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As filed with the Securities and Exchange Commission on July 9, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
SEMICONDUCTOR PACKAGING MATERIALS CO., INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 13-3584740
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(State or other jurisdiction of (IRS Employer Identification Number)
incorportion or organization)
431 Fayette Avenue, Mamaroneck, New York 10543
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(Address of principal executive offices)
AMENDED EMPLOYEES' INCENTIVE STOCK OPTION PLAN
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(Full Title of Plan)
Andrew A. Lozniak
Executive Vice President and Chief Financial Officer
Semiconductor Packaging Materials Co., Inc.
431 Fayette Avenue
Mamaroneck, New York 10543
(914) 698-5353
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(Name, address, including zip code, and telephone number,
including area code of agent for service).
A copy of all communications, including communications sent to the agent for
service should be sent to:
Alan M. Rashes Esq.
Salon, Marrow & Dyckman, LLP
685 Third Avenue
New York, New York 10017
(212) 661-7100
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per share Price Fee
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<S> <C> <C> <C> <C>
Stock Options 200,000(1) - - (2)
Common Stock 200,000(3)(4) $11.00(5) $2,200,000 $759
Par Value $.10
per share
</TABLE>
- ----------
(1) Represents options to be granted pursuant to the Amended Employees'
Incentive Stock Option Plan (the "Incentive Plan") of the Registrant. Options to
purchase 250,000 shares of Common Stock granted pursuant to the Incentive Plan
were previously registered pursuant to the Registrant's Registration Statement
on Form S-8 (File No. 33-84752) filed with the Commission on October 6, 1994.
Options to purchase an additional 150,000 shares of Common Stock granted
pursuant to the Incentive Plan were previously registered pursuant to the
Registrant's Registration Statement on Form S-8 (File No. 33 - 95762) filed with
the Commission on August 14, 1995.
(2) No registration fee is required pursuant to Rule 457(h)(2).
(3) Shares issuable upon exercise of stock options available for grant under
the Incentive Plan.
(4) Includes an indeterminable number of shares of common stock which may
become issuable pursuant to the anti-dilution provisions of the Incentive Plan.
(5) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low sale prices
of the Common Stock as reported by the National Association of Securities
Dealers Automated Quotation System on July 5, 1996.
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Introduction
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On April 30, 1996, the stockholders of the Registrant approved a 200,000
share increase in the number of shares of Common Stock reserved under the
Amended Employees' Incentive Stock Option Plan (the "Incentive Plan"). The
instant Registration Statement registers the additional 200,000 shares which are
reserved for issuance under the Incentive Plan.
Incorporation by Reference
- --------------------------
On October 6, 1994, a Form S-8 Registration Statement, (33-84752)
registering 250,000 shares of Common Stock, reserved for issuance upon exercise
of options pursuant to the Incentive Plan, was filed with the Securities and
Exchange Commission (the "Commission") and became effective. On August 14, 1995,
a Form S-8 Registration Statement (33-95762), registering an additional 150,000
shares of Common Stock reserved for issuance upon exercise of options pursuant
to the Incentive Plan, was filed with the Commission and became effective. The
contents of Registration Statements Nos. 33-84752 and 33-95762 are hereby
incorporated by reference.
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SIGNATURES
The Registrant, pursuant to the requirements of the Securities Act of
1933, 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 Mamaroneck, State of New York, on the 5th day of July, 1996.
SEMICONDUCTOR PACKAGING
MATERIALS CO., INC.
By:/s/ Gilbert D. Raker
----------------------------
Gilbert D. Raker,
Chairman of the Board and
President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below does hereby make,
constitute and appoint Gilbert D. Raker his true and lawful attorney or attorney
and agent with full power and authority on his behalf to execute and file with
the Securities and Exchange Commission any amendment or amendments, including
post-effective amendments, to this Registration Statement, and he does hereby
ratify and confirm all that his said attorney and agent may do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Gilbert D. Raker Chairman of the Board, July 5, 1996
- ------------------------ and President
Gilbert D. Raker (Principal Executive
Officer)
/s/ Frank J. Polese Vice Chairman and July 5, 1996
- ------------------------ Director
Frank J. Polese
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Andrew A. Lozyniak Executive Vice President, July 5, 1996
- ------------------------ Treasurer and Secretary
Andrew A. Lozyniak (Principal Financial and
Accounting Officer)
/s/ John U. Moorehead, II Director July 5, 1996
- -------------------------
John U. Moorhead, II
/s/ Steven B. Sands Director July 5, 1996
- -------------------------
Steven B. Sands
/s/ Richard D. Fain Director June 5, 1996
- -------------------------
Richard D. Fain
/s/ Peter J. Hurley Director July 5, 1996
- -------------------------
Peter J. Hurley
/s/ Mark Pinto Director July 5, 1996
- -------------------------
Mark Pinto
</TABLE>
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[LETTERHEAD OF SALON, MARROW & DYCKMAN, LLP]
July 5, 1996
Semiconductor Packaging Materials Co., Inc.
431 Fayette Avenue
Mamaroneck, New York 10543
Re: Semiconductor Packaging Materials, Inc.
S-8 Registration Statement
---------------------------------------
Gentlemen:
We have acted as counsel for Semiconductor Packaging Materials Co., Inc.
(the "Company") in connection with the preparation and filing of the
Registration Statement on Form S-8 registering an additional 200,000 shares
reserved for issuance upon the exercise of options granted pursuant to the
Company's Amended Employees' Incentive Stock Option Plan (the "Incentive Plan").
We are familiar with the proceedings by which the Incentive Plan was amended and
the shares of Common Stock have been authorized and have reviewed and are
familiar with the Certificate of Incorporation, as amended, the By-Laws of the
Company and such other corporate records and documents as we have deemed
necessary to express our opinion herein stated. We have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the original of
such latter documents.
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Based upon the foregoing and having regard to legal considerations we
deem relevant, we are of the opinion that the shares of common stock have been
duly and validly authorized for issuance by the Company, and when issued under
the circumstances contemplated by the Incentive Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the reference to our firm in the Registration
Statement and the Prospectus.
Very truly yours,
/s/ Salon, Marrow & Dyckman, LLP
--------------------------------
Salon, Marrow & Dyckman, LLP
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INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors
Semiconductor Packaging Materials Co., Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 previously filed (Nos. 33-84752 and 33-95762), which have
been incorporated by reference into the accompanying Prospectus constituting
part of the Registration Statement on Form S-8, of our report dated January 31,
1996 on the consolidated financial statements of Semiconductor Packaging
Materials Co., Inc. and Subsidiaries as of December 31, 1995 and for each of the
two years in the period ended December 31, 1995 included in the Semiconductor
Packaging Materials Co., Inc. Annual Report on Form 10-KSB for the year ended
December 31, 1995.
/s/ Goldstein Golub Kessler & Company, P.C.
Goldstein Golub Kessler & Company, P.C.
New York, New York
July 1, 1996
