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As filed with the Securities and Exchange Commission on August 2, 2000.
Registration No. __________________
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.
1999 INCENTIVE 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 2,000,000 shares See (1) below $3,625,000 $957
value per share
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(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 2,000,000, the number of shares authorized to be issued under
the Plan by $1.8125 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 July 28, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Simula, Inc. (the "Company") are
incorporated herein by reference:
(i) The prospectus in the Registration Statement on Form S-3, No.
333-13499, effective April 24, 1997.
(ii) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(iii) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(iv) The description of the Company's Common Stock in Item 1 of the
Company's Registration Statement on Form 8-A dated March 26,
1992.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or de-registering all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference in this Prospectus
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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., Executive 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
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are included pursuant to Regulation S-K.
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<CAPTION>
No. Description Reference
--- ----------- ---------
<S> <C> <C>
4.7 Indenture dated April 1, 1997, in connection with
the Company's 8% Convertible Notes....................................... (8)
4.8 Certificate of Designation, Preferences, Rights and
Privileges of the Company's Series A Convertible Preferred Stock......... (5)
10.11 1992 Stock Option Plan, as amended effective
September 15, 1998....................................................... (3)
10.12 1992 Restricted Stock Plan.................................................... (1)
10.21 1994 Stock Option Plan, as amended effective September 15, 1998............... (3)
10.37 Simula, Inc. 1999 Incentive Stock Option Plan................................. (6)
10.42 Securities Purchase Agreement with Levine Leichtman Capital
Partners II, L.P. dated December 31, 1999................................ (7)
*5.1 Opinion of Counsel............................................................
*23 Consent of Independent Auditors...............................................
24 Powers of Attorney - Directors................................................ (2)(4)
</TABLE>
* Filed herewith.
(1) Filed with Registration Statement on Form S-18, No. 33-46152-LA, under
the Securities Act of 1933, effective April 13, 1992.
(2) Filed with Report on Form 10-K for the year ended December 31, 1997.
(3) Filed with Report on Form 10-Q for the quarter ended September 30,
1998.
(4) Filed with Report on Form 10-K for the year ended December 31, 1998.
(5) Filed with Report on Form 10-Q for the quarter ended March 31, 1999.
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(6) Filed as Appendix A with Definitive Proxy on May 14, 1999, for the
Company's Annual Meeting of Shareholders held on June 17, 1999.
(7) Filed with Schedule 13D, under the Securities Exchange Act of 1934, on
January 10, 2000 effective December 31, 1999 by Levine Leichtman
Capital Partners II, L.P.
(8) Filed with Report on Form 10-K for the year ended December 31, 1999.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering.
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 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.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities and Exchange Act of 1934) that is incorporated by reference in the
Prospectus shall be deemed to 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.
(h) Request For Acceleration of Effective Date or Filing of Registration
Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
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 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 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.
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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 Phoenix, State of Arizona on July 28, 2000.
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.
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<CAPTION>
SIGNATURE AND TITLE DATE
------------------- ----
<S> <C>
/s/ DONALD W. TOWNSEND July 28, 2000
-------------------------------------------------------------------------------
Donald W. Townsend, President, Chief Executive
Officer, and Director
/s/ BRADLEY P. FORST July 28, 2000
-------------------------------------------------------------------------------
Bradley P. Forst, Executive Vice President, General Counsel,
Secretary and Director
/s/ JAMES C. DODD July 28, 2000
-------------------------------------------------------------------------------
James C. Dodd, Executive Vice President, Treasurer, and
Chief Financial Officer
/s/ JAMES A. SAUNDERS July 28, 2000
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James A. Saunders, Executive Vice President,
Chief Operating Officer, and Director
*
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Stanley P. Desjardins, Chairman
*
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John M. Leinonen, Director
*
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Robert D. Olliver, Director
*
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S. Thomas Emerson, Director
*
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James C. Withers, Director
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*
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Lon A. Offenbacher, Director
</TABLE>
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<TABLE>
<S> <C>
* By: /s/ BRADLEY P. FORST July 28, 2000
----------------------------------------------------------
Bradley P. Forst,
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Description Reference
--- ----------- ---------
<S> <C> <C>
4.7 Indenture dated April 1, 1997, in connection with
the Company's 8% Convertible Notes....................................... (8)
4.8 Certificate of Designation, Preferences, Rights and
Privileges of the Company's Series A Convertible Preferred Stock......... (5)
10.11 1992 Stock Option Plan, as amended effective
September 15, 1998....................................................... (3)
10.12 1992 Restricted Stock Plan.................................................... (1)
10.21 1994 Stock Option Plan, as amended effective September 15, 1998............... (3)
10.37 Simula, Inc. 1999 Incentive Stock Option Plan................................. (6)
10.42 Securities Purchase Agreement with Levine Leichtman Capital
Partners II, L.P. dated December 31, 1999................................ (7)
*5.1 Opinion of Counsel............................................................
*23 Consent of Independent Auditors...............................................
24 Powers of Attorney - Directors................................................ (2)(4)
</TABLE>
* Filed herewith.
(1) Filed with Registration Statement on Form S-18, No. 33-46152-LA, under
the Securities Act of 1933, effective April 13, 1992.
(2) Filed with Report on Form 10-K for the year ended December 31, 1997.
(3) Filed with Report on Form 10-Q for the quarter ended September 30,
1998.
(4) Filed with Report on Form 10-K for the year ended December 31, 1998.
(5) Filed with Report on Form 10-Q for the quarter ended March 31, 1999.
(6) Filed as Appendix A with Definitive Proxy on May 14, 1999, for the
Company's Annual Meeting of Shareholders held on June 17, 1999.
(7) Filed with Schedule 13D, under the Securities Exchange Act of 1934, on
January 10, 2000 effective December 31, 1999 by Levine Leichtman
Capital Partners II, L.P.
(8) Filed with Report on Form 10-K for the year ended December 31, 1999.
