<PAGE> 1
As filed with the Securities and Exchange Commission on March 7, 1997.
Registration No. 333-___________
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIMULA, INC.
(Exact name of registrant as specified in its charter)
ARIZONA 86-0320129
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2700 NORTH CENTRAL AVENUE, SUITE 1000
PHOENIX, ARIZONA 85004, (602) 631-4005
(Address and telephone number of registrant's principal executive office)
SIMULA, INC.
1994 STOCK OPTION PLAN
(Full title of the plan)
BRADLEY P. FORST, ESQ.
SIMULA, INC.
2700 NORTH CENTRAL AVENUE, SUITE 1000
PHOENIX, ARIZONA 85004
(602) 631-4005
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par 600,000 shares See (1) below $10,350,000 $3,136.05
value per share
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The price is calculated in accordance with Rules 457(h)(1) and 457(c)
under the Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the product resulting from
multiplying 600,000, the number of shares authorized to be issued under
the Plan by $17.25 per share, which represents the average of the high and
low price of the Registrant's Common Stock as quoted on the New York Stock
Exchange on March 6, 1997.
<PAGE> 2
This Registration Statement on Form S-8 relates to the registration by
Simula, Inc. (the "Company") of 600,000 shares of its Common Stock under the
Company's 1994 Stock Option Plan (the "1994 Plan"). Upon effectiveness of this
Registration Statement, 1,545,000 shares of the Common Stock of the Company will
be registered on Form S-8 for issuance under the 1994 Plan. The Company
previously registered 945,000 shares (630,000 shares prior to the Company's
3-for-2 stock split on September 28, 1995) of Common Stock issuable under the
1994 Plan pursuant to a Registration Statement on Form S-8 dated June 26, 1995,
and numbered 33-93928. Pursuant to General Instruction E to Form S-8, the
information contained in File No. 33-93928 applicable to the 1994 Plan is
incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock issuable under the Plan has
been passed upon for the Company by Bradley P. Forst, Esq., Vice President,
Secretary, and General Counsel of the Company. Mr. Forst owns shares of Common
Stock and holds options to purchase additional shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Company's Amended and Restated Articles of
Incorporation provides that the personal liability of the directors to the
Company and its shareholders for monetary damages by reason of their conduct as
directors shall be limited or eliminated to the fullest extent permitted by
Arizona law. In A.R.S. Section 10-202(B)(1), Arizona corporate law limits or
eliminates the liability of a director of a corporation for money damages for
any action taken or not taken as a director in all instances except: (i) where a
director receives financial benefits to which he is not entitled; (ii) any
intentional infliction of harm on the corporation or its shareholders; (iii) the
making of unlawful distributions; and (iv) intentional violations of criminal
law.
Section 12.01 of the Company's Bylaws further provides that the Company
shall indemnify and pay the expenses of directors, officers, employees, trustees
or agents of or for the Company to the fullest extent permitted by Arizona law.
In A.R.S Section 10-850 et seq., Arizona corporate law provides that a
corporation may provide indemnification if: (i) the director's conduct was in
good faith; (ii) the director reasonably believed: (x) in the case of conduct in
an official capacity with the corporation, that the conduct was in its best
interests, or (y) in all other cases, that the conduct was at least not opposed
to its best interests; and (iii) in the case of criminal proceedings, the
director had no reasonable cause to believe the conduct was unlawful.
Directors may not be indemnified in connection with proceedings brought
by or in the right of the Company in which the director was adjudged liable to
the Company or in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in the
director's official capacity, in which the director was adjudged liable on the
basis that personal benefit was improperly received by the director. Under
Arizona law, indemnification in connection with a proceeding by or in the right
of the Company is limited to reasonable expenses incurred in connection with the
proceeding.
Arizona law also provides for mandatory and court-ordered
indemnification in certain instances, including on behalf of officers, employees
and agents of the Company who are not also directors.
2
<PAGE> 3
ITEM 8. EXHIBITS.
The following Exhibits are included pursuant to Regulation S-K.
No. Description Reference
--- ----------- ---------
4.2 Indenture (including Cross-Reference Sheet
to Trust Indenture Act), as amended......................(4)
*5.1 Opinion of Counsel
*23. Consent of Independent Auditors
24. Powers of Attorney......................................(10)
- --------------
* Filed herewith
(4) Filed with Registration Statement on Form SB-2, No. 33-61028 under the
Securities Act of 1933, effective December 10, 1993.
(10) Filed with Report on Form 10-K for the year ended December 31, 1995.
3
<PAGE> 4
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 Phoenix, State of Arizona on March 7, 1997.
SIMULA, INC.
By /s/ DONALD W. TOWNSEND
------------------------------------
Donald W. Townsend, President
Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
<S> <C>
/s/ DONALD W. TOWNSEND March 7, 1997
- -------------------------------------------------------------------------------
Donald W. Townsend, President, Chief Operating
Officer, and Director
/s/ BRADLEY P. FORST March 7, 1997
- -------------------------------------------------------------------------------
Bradley P. Forst, Vice President, General Counsel,
Secretary and Director
/s/ SEAN K. NOLEN March 7, 1997
- -------------------------------------------------------------------------------
Sean K. Nolen, Vice President, Treasurer, Chief
Financial Officer, and Director
*
- -------------------------------------------------------------------------------
Stanley P. Desjardins, Chairman
*
- -------------------------------------------------------------------------------
James C. Withers, Director
*
- -------------------------------------------------------------------------------
Robert D. Olliver, Director
*
- -------------------------------------------------------------------------------
Scott E. Miller, Director
*By: /s/ BRADLEY P. FORST March 7, 1997
----------------------------------------------------------
Bradley P. Forst,
Attorney-in-Fact
</TABLE>
4
<PAGE> 1
EXHIBIT 5.1
March 7, 1997
Board of Directors
Simula, Inc.
2700 North Central Avenue
Suite 1000
Phoenix, Arizona 85004
Re: Registration Statement on Form S-8 - 600,000 Shares of Common
Stock
Gentlemen:
As Vice President and General Counsel of Simula, Inc. (the "Company"),
I have reviewed the above-captioned Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, which the Company has filed with the
Securities and Exchange Commission with respect to the offer and sale of up of
600,000 additional shares of Common Stock (the "Securities") by the Company
pursuant to the Company's 1994 Stock Option Plan (the "Plan").
I have examined the Company's Articles of Incorporation, as amended and
restated, bylaws, minutes of the Company's Board of Directors meetings, the
Plan, and such other records and documents as I have deemed relevant for
purposes of rendering this opinion. Based upon the foregoing, I am of the
opinion that the Securities, when issued and sold as set forth in the
Registration Statement, will be legally and validly issued, fully paid and
non-assessable.
Very truly yours,
SIMULA, INC.
/s/ Bradley P. Forst
-----------------------------------
Bradley P. Forst
Vice President and General Counsel
BPF/var
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Simula, Inc. on Form S-8 of our report dated March 21, 1996, appearing in the
Annual Report on Form 10-K of Simula, Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 7, 1997
