As filed with the Securities and Exchange Commission on November 22, 1996
Registration Statement 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
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THE PEAK TECHNOLOGIES GROUP, INC.
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(Exact name of issuer as specified in its charter)
DELAWARE 22-3028807
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
600 Madison Avenue New York, New York 10022
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(Address of principal Executive Offices)
THE PEAK TECHNOLOGIES GROUP, INC. NONQUALIFIED STOCK OPTION PLAN
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(Full title of Plan)
NICHOLAS R.H. TOMS
Chairman and Chief Executive Officer
The Peak Technologies Group, Inc.
600 Madison Avenue
New York, NY 10022
(212) 832-2833
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(Name, address and telephone number,including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered price per Offering
share* Price
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Common 500,000 $10.875 $5,437,500 $1,647.73
Stock,
$0.01 par
value
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* Estimate solely for the purpose of calculating the registration fee
in accordance with Rule 457 (h) and 457 (c) under the Securities Act of
1933 and based on the average of the high and low prices of the
Company's Common Stock reported on the NASDAQ National
Market on November 20, 1996.
<PAGE> 2.
The contents of Registration Statement on Form S-8 (No. 33-54338)
filed by The Peak Technologies Group, Inc. with respect to The
Peak Technologies Group, Inc. Non-qualified Stock Option Plan are hereby
incorporated by reference.
<PAGE> 3.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Company
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 New York City, New York on this 22nd day of November, 1996.
THE PEAK TECHNOLOGIES GROUP, INC.
By: /s/ Nicholas R.H. Toms
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Name: Nicholas R.H. Toms
Title: Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
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 dates indicated. Each person whose signature appears below hereby
constitutes and appoints Nicholas R.H. Toms, attorney-in-fact, with full power
of substitution, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may take such
changes in this Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to this
Registration Statement. Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue
hereof.
Signatures Title Date
- ---------- ----- ----
/s/ Nicholas R.H. Toms Chairman, President, Chief November 22, 1996
- -------------------------- Executive Officer and Director
Nicholas R.H. Toms
/s/ John R. Coutts Director November 22, 1996
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John R. Coutts
/s/ Edward A. Stevens Executive Vice President, November 22, 1996
- -------------------------- Chief Financial Officer,
Edward A. Stevens (Principal Financial and
Accounting Officer), Director
/s/ Herbert W. Marache, Jr. Director November 22, 1996
- ----------------------------
Herbert W. Marache, Jr.
/s/ Gregory N. Thomas Director November 22, 1996
- ----------------------------
Gregory N. Thomas
<PAGE> 4.
EXHIBIT INDEX
Page
Exhibit Description Number
- ------- ----------------------------------------------------- ------
5 Opinion of Dianne R. Sagner, Esq., Corporate Counsel, 5
as to the legality of the securities being registered
and to be issued by the Company.
23.1 Consent of Ernst & Young, LLP, independent auditors. 6
23.3 Consent of Dianne R. Sagner, Esq., Corporate Counsel
(included in the opinion filed as Exhibit 5 of this
Registration Statement).
24 Power of Attorney (set forth on the signature pages of
this Registration Statement).
EXHIBIT 5
November 21, 1996
Registration Office
Securities and Exchange Commission
Washington, DC 20549
To Whom It May Concern:
I am writing as Corporate Counsel for The Peak Technologies Group, Inc.,
a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, of a registration statement of Form
S-8 (the "Registration Statement") in connection with the registration of
500,000 shares (collectively, the "Shares") of the Company's common
stock, par value $.01 per share (the "Common Stock") issuable pursuant to
the Non-qualified Stock Option Plan (the "Plan"), of The Peak
Technologies Group, Inc.
In rendering the opinion expressed below, I have examined originals or
copies certified or otherwise identified to our satisfaction of all such
records of the Company, agreements and other instruments, certificates of
public officials, certificates of officers and representatives of the Company
and such other documents, as I have deemed necessary as a basis for the
opinion expressed below. In my examination, I have assumed, and have
not verified, that the signatures on all documents which we have examined
are genuine, the authenticity of all documents submitted to me as originals
and the conformity with authentic original documents of all documents
submitted to me as copies. As to various questions of fact material to such
opinions I have, when relevant facts were not independently established,
relied upon certifications by officers of the Company and other appropriate
persons.
Based on the foregoing, and having regard to legal considerations I deem
relevant, I am of the opinion that the shares are duly authorized and, when
issued by the Company in accordance with the terms of the Plan, will
constitute legally issued, fully paid and non-assessable shares of the
Company's Common Stock.
I express no opinion other than as to the federal laws of the United States
of America, the laws of the State of New York and General Corporation
Law of the State of Delaware.
I hereby consent to the filing of the opinion as Exhibit 5 to the Registration
Statement and to the reference to me under the heading "Legal Matters" in
the Prospectus included in the Registration Statement.
Very Truly Yours,
/s/ Dianne R. Sagner
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Dianne R. Sagner, Esq.
Corporate Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of The Peak Technologies Group, Inc. (Form S-8) and
related Prospectus for the registration of 500,000 shares of its
common stock issuable under The Peak Technologies Group, Inc.
Nonqualified Stock Option Plan, of our reports dated February 19,
1996, with respect to the consolidated financial statements and
schedule of The Peak Technologies Group, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1995.
/s/ Ernst & Young LLP
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Ernst & Young LLP
MetroPark, New Jersey
November 20, 1996
