As filed with the Securities and Exchange Commission on
May 22, 2000 Registration No. 333-18857
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
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) 366-5282
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
UNIROYAL TECHNOLOGY CORPORATION 1995 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
OLIVER J. JANNEY, ESQ.
Executive 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)
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------- ------------------------ --------------------- ---------------------------- -------------------------
<S> <C> <C> <C> <C>
Proposed Maximum
Title of Securities to be Amount to be offering price per Proposed maximum aggregate Amount of
registered registered* unit** offering price** regsitration fee*
- --------------------------- ------------------------ --------------------- ---------------------------- -------------------------
Uniroyal Technology
Corporation Common Stock
(par value $.01 per share)
$11.53 $10,377,000.00 $3,144.55
900,000 shares
- --------------------------- ------------------------ --------------------- ---------------------------- -------------------------
</TABLE>
* 280,000 shares were registered on December 27, 1996, after giving effect to
the 100% stock dividend declared on March 10, 2000 to stockholders of record as
of March 20,2000. The foregoing fee is for registration of the additional
900,000 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.
<PAGE>
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 December 27, 1996, Registration Number 333-18857, are
incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel
The opinion and consent of Oliver J. Janney, Esq., Executive 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
5.1 and 23.1. As of May 19, 2000, Mr. Janney owned certain securities of the
Company.
Item 8. Exhibits
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.
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.
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 Sarasota, State of Florida on May
19, 2000.
UNIROYAL TECHNOLOGY CORPORATION
By: /s/ George J. Zulanas, Jr.
--------------------------------
George J. Zulanas, Jr.
Executive 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 Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/ Howard R. Curd Director, Chairman of the May 19, 2000
- ----------------------- Board and Chief Executive
Howard R. Curd Officer
/s/ George J. Zulanas, Jr. Executive Vice President, May 19, 2000
- ----------------------- Treasurer, and Chief
George J. Zulanas, Jr. Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Peter C.B. Bynoe Director May 19, 2000
- -----------------------
Peter C.B. Bynoe
/s/Thomas E. Constance Director May 19, 2000
- -----------------------
Thomas E. Constance
/s/ Richard D. Kimbel Director May 19, 2000
- -----------------------
Richard D. Kimbel
/s/ Curtis L. Mack Director May 19, 2000
- -----------------------
Curtis L. Mack
/s/ Roland H. Meyer Director May 19, 2000
- -----------------------
Roland H. Meyer
/s/ Robert L. Soran Director, President May 19, 2000
- -----------------------
Robert L. Soran and Chief Operating
Officer
<PAGE>
Exhibits 5.1 and 23.1
UNIROYAL TECHNOLOGY CORPORATION
SUITE 900
TWO NORTH TAMIAMI TRAIL
SARASOTA, FLORIDA 34236
OLIVER J. JANNEY
EXECUTIVE VICE PRESIDENT, Telephone: (941) 361-2212
GENERAL COUNSEL & SECRETARY Fax: (941) 361-2214
May 19, 2000
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 900,000 shares of common stock, $0.01 par value per share ("Common Stock"),
of the Company issuable in connection with the Company's 1995 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.
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,
Oliver J. Janney
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
No.333-18857 of Uniroyal Technology Corporation on Form S-8 of our report dated
December 20, 1999 (April 12, 2000 as to Note 21) appearing in the Current
Report on Form 8-K dated April 27, 2000 of Uniroyal Technology
Corporation.
/S/ Deloitte & Touche LLP
Tampa, Florida
May 19, 2000
