As filed with the Securities and Exchange Commission on November 19, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELAS CORPORATION OF AMERICA
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1069060
(state or other jurisdiction of (IRS Employer Indentifi-
incorporation or organization) cation Number)
2034 Limekiln Pike
Dresher, Pennsylvania 19025
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
(Full title of the plan)
Robert W. Ross
Selas Corporation of America
2034 Limekiln Pike
Dresher, Pennsylvania 19025
(Name and address of agent for service)
(215) 646-6600
(Telephone number, including area code,
of agent for service)
Copy to:
Robert D. Denious, Esq.
Drinker Biddle & Reath
1345 Chestnut Street
Philadelphia, Pennsylvania 19107
______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Titles of Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
To Be Regis- Price Offering Registration
Registered tered Per Share ** Price ** Fee**
Common Shares,
par value
$1.00 per
share 300,000
Shares* 92,000 @ $ 8.04 $ 739,680 $ 224.15
208,000 @ $16.48 3,427,840 1,038.74
* Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends or similar
transactions.
** Calculated pursuant to Rule 457(h). As to shares subject to outstanding
but unexercised options, the price and fee are computed based upon the
price at which such options may be exercised. As to the remaining shares,
the price and fee are computed based upon $16.48 per share, the average of
the highest and lowest selling prices of the Company's Common Shares on
November 12, 1996, as reported by the American Stock Exchange Composite
Transactions Tape.
________________________________________________________________________________
____________________________
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following documents:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
3. The description of the Company's Common Shares which is contained
in Item 5 of its Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 (which item was included for the purpose
of updating the description of the Company's capital stock
contained in its registration statement on Form 10, as amended).
All reports subsequently filed by the Company pursuant to Section
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 by reference in this registration statements and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 2.09 of the Company's By-Laws requires the Company to
indemnify any person who was or is a party (other than a party plaintiff suing
in his own behalf or in the right of the Company) or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
including actions by or in the right of the Company, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving while a director
or officer of the Company at the request of the Company as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, fines, excise taxes and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding unless the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
The By-Laws also state that the indemnification provided for therein
is not exclusive of any other rights persons seeking indemnification might have,
including under any insurance arrangements. The directors and officers of the
Company are covered by insurance policies indemnifying them against certain
liabilities which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 5 Opinion of Messrs. Drinker
Biddle & Reath and Consent
Exhibit 23(a) Consent of KPMG Peat Marwick.
23(b) The Consent of Drinker
Biddle & Reath is included
in Exhibit 5.
Exhibit 24 Powers of Attorney
Item 9. Undertakings.
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 of 1933;
(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;
and
(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 paragraph (i) and (ii) do not apply if 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 this 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.
(4) 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 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 Exchange Act of 1934) 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 the initial bona fide offering
thereof.
(5) 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 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 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.
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, at Dayton, Ohio, on this 17th day of September, 1996.
SELAS CORPORATION OF AMERICA
By:/s/ Stephen F. Ryan
Stephen F. Ryan,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date
/s/ Stephen F. Ryan September 17, 1996
Stephen F. Ryan, President,
Chief Executive Officer and Director
/s/ Robert W. Ross September 17, 1996
Robert W. Ross, Vice President,
Treasurer and Chief Financial Officer
(principal financial and accounting
officer)
*
John H. Austin, Jr., Director
*
Frederick L. Bissinger, Director
*
Roy C. Carriker, Director
*
Francis J. Dunleavy, Director
*
Mark S. Gorder, Director
*
Ralph R. Whitney, Jr., Director
*By:/s/ Stephen F. Ryan September 17, 1996
Stephen F. Ryan,
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Title
5 Opinion of Drinker Biddle & Reath
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Drinker Biddle & Reath (included in the opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney of: John H. Austin, Jr., Frederick L.
Bissinger, Roy C. Carriker, Francis J. Dunleavy, Mark S.
Gorder and Ralph R. Whitney, Jr.
EXHIBIT 5
November 19, 1996
Selas Corporation of America
2034 Limekiln Pike
Dresher, PA 19025
Ladies and Gentlemen:
We have acted as counsel to Selas Corporation of America (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") relating to 300,000
Common Shares of the Company, par value $1.00 per share (the "Additional
Shares"), issuable upon the exercise of options granted under the Company's 1994
Stock Option Plan (the "Plan").
In that capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Articles of
Incorporation and By-Laws, each as amended through the date hereof, resolutions
of its Board of Directors, the Plan and such other documents and corporate
records relating to the Company and the issuance of the Additional Shares as we
have deemed appropriate for purposes of this opinion.
The opinions expressed herein are based exclusively on the laws of the
Commonwealth of Pennsylvania and the federal law of the United States. In all
cases we have assumed the genuineness of signatures, the authenticity of
documents submitted to us as copies and the accuracy and completeness of all
corporate records and other information made available to us by the Company.
Based upon the foregoing, we are of the opinion that the Additional
Shares have been duly and validly authorized for issuance and, when issued in
accordance with the Plan and the terms of options granted thereunder, will be
fully paid and non-assessable by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This consent pertains solely to the filing of this
opinion and does not constitute a consent under Section 7 of the Securities Act
of 1933, as amended, as we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under said Section 7 or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Selas Corporation of America:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Selas Corporation of America of our reports dated
February 12, 1996 relating to the consolidated balance sheets of Selas
Corporation of America and subsidiaries as of December 31, 1995 and 1994 and
related consolidated statements of operations, shareholders' equity, and cash
flows and related financial statement schedules for each of the years in the
three year period ended December 31, 1995, which reports appear in or are
incorporated by reference in the December 31, 1995 annual report on Form 10-K of
Selas Corporation of America.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
November 11, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do any and all acts, including and execution of documents, which said
attorneys, or any of them, may deem necessary or advisable to enable Selas
Corporation of America (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Shares of the Company to be offered pursuant to the 1994 Stock Option
Plan, as amended, including, in each case, but not limited to the power and
authority to sign in the name and on behalf of the undersigned, in any and all
capacities in which the signature of the undersigned would be appropriate, a
registration statement on Form S-8 and any and all amendments, including post-
effective amendments, thereto for filing with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.
By: /s/ John H. Austin, Jr.
John H. Austin, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do any and all acts, including and execution of documents, which said
attorneys, or any of them, may deem necessary or advisable to enable Selas
Corporation of America (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Shares of the Company to be offered pursuant to the 1994 Stock Option
Plan, as amended, including, in each case, but not limited to the power and
authority to sign in the name and on behalf of the undersigned, in any and all
capacities in which the signature of the undersigned would be appropriate, a
registration statement on Form S-8 and any and all amendments, including post-
effective amendments, thereto for filing with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.
By: /s/ Frederick L. Bissinger
Frederick L. Bissinger
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do any and all acts, including and execution of documents, which said
attorneys, or any of them, may deem necessary or advisable to enable Selas
Corporation of America (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Shares of the Company to be offered pursuant to the 1994 Stock Option
Plan, as amended, including, in each case, but not limited to the power and
authority to sign in the name and on behalf of the undersigned, in any and all
capacities in which the signature of the undersigned would be appropriate, a
registration statement on Form S-8 and any and all amendments, including post-
effective amendments, thereto for filing with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.
By: /s/ Roy C. Carriker
Roy C. Carriker
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do any and all acts, including and execution of documents, which said
attorneys, or any of them, may deem necessary or advisable to enable Selas
Corporation of America (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Shares of the Company to be offered pursuant to the 1994 Stock Option
Plan, as amended, including, in each case, but not limited to the power and
authority to sign in the name and on behalf of the undersigned, in any and all
capacities in which the signature of the undersigned would be appropriate, a
registration statement on Form S-8 and any and all amendments, including post-
effective amendments, thereto for filing with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.
By: /s/ Francis J. Dunleavy
Francis J. Dunleavy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do any and all acts, including and execution of documents, which said
attorneys, or any of them, may deem necessary or advisable to enable Selas
Corporation of America (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Shares of the Company to be offered pursuant to the 1994 Stock Option
Plan, as amended, including, in each case, but not limited to the power and
authority to sign in the name and on behalf of the undersigned, in any and all
capacities in which the signature of the undersigned would be appropriate, a
registration statement on Form S-8 and any and all amendments, including post-
effective amendments, thereto for filing with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.
By: /s/ Mark S. Gorder
Mark S. Gorder
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Stephen F. Ryan and Robert W. Ross, and either of them, his attorney
to do any and all acts, including and execution of documents, which said
attorneys, or any of them, may deem necessary or advisable to enable Selas
Corporation of America (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Shares of the Company to be offered pursuant to the 1994 Stock Option
Plan, as amended, including, in each case, but not limited to the power and
authority to sign in the name and on behalf of the undersigned, in any and all
capacities in which the signature of the undersigned would be appropriate, a
registration statement on Form S-8 and any and all amendments, including post-
effective amendments, thereto for filing with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to such securities, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
17th day of September, 1996.
By: /s/ Ralph R. Whitney, Jr.
Ralph R. Whitney, Jr.<PAGE>
