As filed with the Securities and Exchange Commission on October 28, 1999
Registration No. 33-88268
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNIROYAL TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 65-0341868
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
(941) 361-2100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
UNIROYAL TECHNOLOGY CORPORATION 1992 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
OLIVER J. JANNEY, ESQ.
Vice President, Secretary and General Counsel
Uniroyal Technology Corporation
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
(Name and address of agent for service)
(941) 361-2212
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
Proposed Maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of registration
registered registered* unit** price** fee*
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Uniroyal Technology
Corporation Common Stock
(par value $.01 per share)
$5.05 $252,500 $765.15
50,000 shares
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* 70,000 shares were registered on February 3, 1994, and 80,000 shares were
registered on January 6, 1995. The foregoing fee is for registration of the
additional 50,000 shares covered by this registration statement. ** Estimated
solely for the purpose of determining the registration fee in accordance with
Rule 457 under the Securities Act of 1933 based on the prices of the grants to
the date hereof.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The contents of the Registration Statement filed by the Registrant on
Form S-8 on January 6, 1995, Registration Number 33-88268, are incorporated
herein by reference.
Item 5. Interests of Named Experts and Counsel
The opinion and consent of Oliver J. Janney, Esq., Vice President,
General Counsel and Secretary of the Company, addressing certain legal matters
with regard to the additional shares of common stock being registered under this
registration statement are attached hereto as Exhibits 5.2 and 23.1. As of
October 26, 1999, Mr. Janney owned certain securities of the Company.
Item 8. Exhibits
The following Exhibits are filed herewith:
Exhibit Number Description
5.1 and 23.1 Opinion and Consent of General Counsel of Uniroyal
Technology Corporation.
23.2 Consent of Deloitte & Touche, LLP
24.1 Power of Attorney (See below.)
POWER OF ATTORNEY
Each person whose signature to this registration statement appears
below hereby appoints Howard R. Curd, Robert L. Soran and Oliver J. Janney, and
each individually, any one of whom may act without the joinder of the others, as
his agent and attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this registration statement, which amendments make such changes and additions
to this registration statement as such agent and attorney-in-fact may deem
necessary or appropriate.
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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
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sarasota,
State of Florida on October 26, 1999.
UNIROYAL TECHNOLOGY CORPORATION
By: /s/ George J. Zulanas, Jr.
George J. Zulanas, Jr.
Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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.
/s/ Howard R. Curd Director, Chairman October 26, 1999
Howard R. Curd Chairman of the Board and
Chief Executive Officer
/s/ George J. Zulanas, Jr. Vice President, October 26, 1999
George J. Zulanas, Jr. Treasurer, and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
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/s/ Peter C. B. Bynoe Director October 26, 1999
Peter C.B. Bynoe
/s/ Thomas E. Constance Director October 26, 1999
Thomas E. Constance
/s/ Richard D. Kimbel Director October 26, 1999
Richard D. Kimbel
/s/ Roland H. Meyer Director October 26, 1999
Roland H. Meyer
/s/ Robert L. Soran Director, President October 26, 1999
Robert L. Soran and Chief Operating
Officer
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Exhibits 5.1 and 23.1
UNIROYAL TECHNOLOGY CORPORATION
SUITE 900
TWO NORTH TAMIAMI TRAIL
SARASOTA, FLORIDA 34236
OLIVER J. JANNEY
VICE PRESIDENT, Telephone: (941) 361-2212
GENERAL COUNSEL & SECRETARY
Fax: (941) 361-2214
October 26, 1999
Uniroyal Technology Corporation
One Sarasota Tower
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
Dear Sirs:
I have acted as counsel to Uniroyal Technology Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a registration
statement of the Company on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the offering and sale of up
to 50,000 shares of common stock, $0.01 par value per share ("Common Stock"), of
the Company issuable in connection with the Company's 1992 Non-Qualified Stock
Option Plan (the "Plan"). Terms defined in the Registration Statement and not
otherwise defined herein are used herein with the meanings as so defined.
In so acting, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of the Registration Statement, the Plan, and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers or
representatives of the Company as I have deemed relevant or necessary as a basis
for the opinions hereinafter set forth. I have also made such inquiries of such
officers and representatives as I have deemed relevant or necessary for a basis
for the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
original documents submitted to me as certified or photostatic copies and the
authenticity of such latter documents.
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Uniroyal Technology Corporation
October 26, 1999
Page Two
Based on the foregoing, and subject to the qualifications stated herein, I
am of the opinion that the shares of Common Stock initially issuable in
connection with the Plan will be validly issued, fully paid and non-assessable
and free of preemptive rights.
The opinions herein are limited to the laws of the State of Florida, the
General Corporation Law of the State of Delaware and the federal laws of the
United States, and I express no opinion as to the effect of the laws of any
other jurisdiction on the matters addressed in this opinion.
I consent to the use of this opinion as an exhibit to the Registration
Statement. I further consent to the use of this opinion as an exhibit to
applications to securities commissioners of various states of the United States
for registration or qualification of the Common Stock issuable in connection
with the Plan under the securities (or "Blue Sky") laws of such states to the
extent that such registration or qualification may be required.
This opinion is rendered solely for your benefit in connection with the
Plan. This opinion may not be used or relied upon by any other person and may
not be disclosed, quoted, filed with a governmental agency or otherwise referred
to without my prior written consent, except as noted above.
Very truly yours,
/s/ Oliver J. Janney
Oliver J. Janney
OJJ:rah
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement No.
33-88268 of Uniroyal Technology Corporation on Form S-8 of our report dated
December 16, 1998, appearing in the Annual Report on Form 10-K of Uniroyal
Technology Corporation for the year ended September 27, 1998.
DELOITTE & TOUCHE, LLP
October 26, 1999
Tampa, Florida
