As filed with the Securities and Exchange Commission
on February 26, 1997
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BREED TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)
Delaware 22-2767118
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5300 Old Tampa Highway, Lakeland, Florida 33811
(Address of Principal Executive Offices) (Zip Code)
1992 EMPLOYEE STOCK PURCHASE PLAN
1992 STOCK OPTION PLAN
1994 STOCK INCENTIVE PLAN
(Full title of the Plans)
Charles J. Speranzella, Jr.
Breed Technologies, Inc.
5300 Old Tampa Highway
Lakeland, Florida 33811
(Name and Address of Agent For Service)
(941) 668-6000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock, 800,000 $22.562(2) $18,049,600(2) $5,470
$.01 par shares(1)
value
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(1)An aggregate of 800,000 shares are registered hereunder. Such shares will be
offered by the Registrant pursuant to its 1992 Employee Stock Purchase Plan,
1992 Stock Option Plan or 1994 Stock Incentive Plan.
(2)Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the reported high and low prices of the Registrant's
Common Stock on the New York Stock Exchange on February 20, 1997 in accordance
with Rules 457(c)and 457(h) of the Securities Act of 1933.
<PAGE>
The shares registered hereby may be offered under the 1992 Employee Stock
Purchase Plan, 1992 Stock Option Plan or 1994 Stock Incentive Plan of Breed
Technologies, Inc. (the "Registrant"). This Registration Statement also amends
the Registrant's Registration Statements on Form S-8 (File Nos. 33-54988,
33-54990 and 33-73350 relating to the Registrant's 1992 Employee Stock Purchase
Plan and 1992 Stock Option Plan to provide that shares registered under such
Registration Statements may be issued under the Registrant's 1994 Stock
Incentive Plan.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents sent or
given to participants in the 1992 Employee Stock Purchase Plan, 1992 Stock
Option Plan or 1994 Stock Incentive Plan of the Registrant pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial statements for the
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document referred to in (a)
above.
(c) The description of the Registrant's Common Stock, par value $.01 per share
(the "Common Stock"), contained in a registration statement filed under the
Exchange Act including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 ("Section 145") of the Delaware General Corporation Law, as amended,
provides a detailed statutory framework covering indemnification of officers and
directors against liabilities and expenses arising out of legal proceedings
brought against them by reason of their being or having been directors or
officers. Section 145 generally provides that a director or officer of a
corporation (i) shall be indemnified by the corporation for all expenses of such
legal proceedings when he is successful on the merits, (ii) may be indemnified
by the corporation for expenses, judgments, fines and amounts paid in settlement
of such proceedings (other than a derivative suit), even if he is not successful
on the merits, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful, and (iii) may be indemnified by the corporation for
the expenses of a derivative suit (a suit by a stockholder alleging a breach by
a director or officer of a duty owed to the corporation), even if he is not
successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his duties to the corporation, unless a corporation
determines that, despite such adjudication, but in view of all the
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such a determination may be made by a majority of a quorum of disinterested
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction.
The indemnification of directors and officers is provided for by Article 8 of
the Registrant's Second Restated Certificate of Incorporation which provides in
substance that, to the fullest extent permitted by Delaware law as it now exists
or as amended, each director and officer shall be indemnified against reasonable
costs and expenses, including attorney's fees, and any liabilities which he may
incur in connection with any action to which he may be made a party by reason of
his being or having been a director or officer of the Registrant. The
indemnification provided by the Registrant's Second Restated Certificate of
Incorporation is not deemed exclusive of or intended in any way to limit any
other rights to which any person seeking indemnification may be entitled.
Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
Article 7 of the Registrant's Second Restated Certificate of Incorporation
provides for the elimination of personal liability of a director for breach of
fiduciary duty, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<PAGE>
The Exhibit Index immediately preceding the exhibits and the exhibits listed
thereon are incorporated herein by reference.
Item 9. Undertakings.
1. The Registrant undertakes:
(a) 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;
(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;
(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 paragraphs (i) and (ii) do not apply if the Registration Statement
is on Form S-3 or Form S-8, and 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 the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Lakeland, State of Florida on the 26th day of February, 1997.
BREED TECHNOLOGIES, INC.
By:/s/ Allen K. Breed
Allen K. Breed
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Breed Technologies, Inc., hereby
severally constitute Allen K. Breed and Charles J. Speranzella, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Breed Technologies, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/Allen K. Breed Chairman, and February 26, 1997
Allen K. Breed Chief Executive
Officer (Principal
Executive Officer)
/s/ Johnnie Cordell Breed President, Chief February 26, 1997
Johnnie Cordell Breed Operating Officer
and Director
/s/ Edward H. McFadden Executive Vice President February 26, 1997
Edward H. McFadden and Chief Financial
Officer (Principal
Financial Officer)
/s/ Thomas F. Dugan Corporate Controller February 26, 1997
Thomas F. Dugan (Principal
Accounting Officer)
/s/ Peter A. Lewis Director February 26, 1997
Peter A. Lewis
/s/ Larry W. McCurdy Director February 26, 1997
Larry W. McCurdy
<PAGE>
Exhibit Index
Exhibit
Number Description Page
4.1 Second Restated Certificate of *
Incorporation of the Registrant (filed as
Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 33-54988)
(the "Form S-8") and incorporated herein
by reference)
4.2 Amended and Restated By-Laws of the *
Registrant (filed as Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1
(File No. 33-51868) (the "Form S-1") and
incorporated herein by reference)
4.3 Specimen Certificate of Common Stock of *
the Registrant (filed as Exhibit 4.1 to the
Form S-1 and incorporated herein by
reference)
4.4 Description of Capital Stock (contained *
in the Second Restated Certificate of
Incorporation of the Registrant filed as
Exhibit 4.1 to the Form S-8 and
incorporated herein by reference)
5 Opinion of Hale and Dorr 8
23.1 Consent of Hale and Dorr 8
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP 9
23.2 Consent of KPMG Peat Marwick LLP 10
24 Power of Attorney (included on the signature
page of this Registration Statement)
--------
*Incorporated herein by reference.
<PAGE>
Exhibit 5
February 26, 1997
Breed Technologies, Inc.
5300 Old Tampa Highway
Lakeland, Florida 3381
Re: 1992 Employee Stock Purchase Plan;
1992 Stock Option Plan;
1994 Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to an aggregate of 800,000 shares of Common Stock, $.01 par
value per share (the "shares"), of Breed Technologies, Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1992 Employee Stock
Purchase Plan, as amended, 1992 Stock Option Plan, as amended and 1994 Stock
Incentive Plan (the "Plans").
We have examined the Second Restated Certificate of Incorporation of the
Company, the Amended and Restated By-Laws of the Company, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized for issuance under the Plans, and such Shares, when issued and paid
for in accordance with the terms of the Plans, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Very truly yours,
HALE AND DORR
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
The Board of Directors
Breed Technologies, Inc.:
We consent to the incorporation by reference in the registration statement
(No.33- )on Form S-8 of Breed Technologies, Inc. of our report dated July 21,
1995 relating to the consolidated balance sheet of Breed Technologies, Inc. and
subsidiaries as of June 30, 1995, and the related consolidated statements of
earnings, retained earnings, and cash flows for each of the years in the
two-year period ended June 30, 1995, which report appears in the June 30, 1996
annual report on Form 10-K of Breed Technologies, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Tampa, Florida
February 25, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements
(Form S-8) pertaining to the 1992 Employee Stock Purchase Plan, 1992 Stock
Option Plan and 1994 Stock Incentive Plan, of our report dated July 23, 1996,
with respect to the consolidated financial statements of BREED Technologies,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended June 30, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Tampa, Florida
February 20, 1997
<PAGE>
