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As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 333- .
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ELCOM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3175156
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Elcom International, Inc.
10 Oceana Way
Norwood, Massachusetts 02062
(Address of Principal Executive Offices, including Zip Code)
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THE 1997 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
(Full Title of the Plan)
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Laurence F. Mulhern Copy to:
Corporate Executive Vice President, Douglas A. Neary, Esq.
Chief Financial Officer, Treasurer Calfee, Halter & Griswold LLP
and Secretary 1400 McDonald Investment Center
Elcom International, Inc. 800 Superior Avenue
10 Oceana Way Cleveland, Ohio 44114
Norwood, Massachusetts 02062 (216) 622-8200
(617) 440-3333
(Name, Address and Telephone Number, including Area Code, of Agent for
Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share(1) price (1) fee
Common Stock, par value
$.01 per share 1,000,000 $6.75 $6,750,000 $2,045.46
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low sales price of the Common Stock of Elcom International, Inc. reported on
the Nasdaq National Market on August 20, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents of Elcom International, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
2. The Company's Current Report on Form 8-K, and as amended, dated
December 6, 1996;
3. The Company's Current Report on Form 8-K, and as amended, dated
February 21, 1997;
4. The Company's Current Report on Form 8-K dated March 26, 1997;
5. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
6. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and
7. The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A (Reg. No. 0-27376).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this Registration Statement, 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
Statement and to be a part hereof from the date of filing of such documents,
other than the portions of such documents which by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference in this Registration Statement modifies or
supersedes such
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statement. Any such statement so modified or superseded shall not be deemed,
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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 145 of the Delaware General Corporation Law (the "DGCL") sets
forth the conditions and limitations governing the indemnification of
officers, directors and other persons.
Article SEVENTH of the Company's Certificate of Incorporation, as
amended (the "Certificate"), provides that the directors of the Company shall
incur no personal liability to the Company or its stockholders for monetary
damages for the breach of fiduciary duty as a director; provided, that such
director liability shall not be limited or eliminated (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for
any acts or omissions by the director not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.
Article EIGHTH of the Company's Certificate provides in part that the
Company shall indemnify any director or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or
was a director or officer of the Company, or is or was serving at the request
of the Company, as a director, officer, partner, trustee, employee or agent
of certain other entities, against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid
or to be paid in settlement) actually or reasonably incurred or suffered by
such person in connection with such action, suit or proceeding.
The Company also has entered into indemnity agreements (the "Indemnity
Agreements") with its directors and executive officers that expand the
protection provided to the Company's directors and officers and are based
upon sections of the DGCL and Article EIGHTH of the Company's Certificate
that recognize the validity of additional indemnity rights granted by
agreement. The substantive content of the Indemnity Agreements and Article
EIGHTH of the Certificate is substantially the same except that, pursuant to
the Indemnity Agreements, indemnity is expressly provided for settlements in
derivative actions and partial indemnification is permitted in the event that
the director or executive officer is not entitled to full indemnification.
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Both the DGCL and Article EIGHTH of the Company's Certificate provide
that the Company may maintain insurance to cover losses incurred pursuant to
liability of directors and officers of the Company. Although the Company
does not currently have such insurance, it intends to evaluate the
acquisition of such coverage.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index at Page E-1 of this Registration Statement.
Item 9. Undertakings.
(a) 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, represents 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 (a)(1)(i) and (a)(1)(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 Securities
Exchange Act of 1934 that are incorporated by reference in the
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.
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(b) The undersigned Registrant hereby undertakes that, 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a Director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted against the Company by such Director,
officer or controlling person in connection with the securities being
registered, the Company 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 as to whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 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, in the City of Norwood, State of Massachusetts, on
the 22nd day of August, 1997.
ELCOM INTERNATIONAL, INC.
By: /s/ Robert J. Crowell
Robert J. Crowell
Chairman and Chief Executive
Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Robert J. Crowell, Laurence F.
Mulhern, Douglas A. Neary and David L. Morehous, or any one or more of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all capacities, to sign
any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents, or any one of them, full
power and authority to do and perform each and every act and thing requisite
and necessary in connection with such matters and hereby ratifying and
confirming all that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on August 22, 1997.
Signature Title
/s/ Robert J. Crowell Chairman of the Board of Directors
Robert J. Crowell and Chief Executive Officer
(Principal Executive Officer)
/s/ Laurence F. Mulhern Corporate Executive Vice President,
Laurence F. Mulhern Chief Financial Officer, Treasurer
and Secretary
(Principal Financial and Accounting
Officer)
/s/ J. Richard Cordsen Director
J. Richard Cordsen
/s/ Richard J. Harries, Jr. Director
Richard J. Harries, Jr.
/s/ John W. Ortiz Director
John W. Ortiz
/s/ James Rousou Director
James Rousou
/s/ William W. Smith Director
William W. Smith
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ELCOM INTERNATIONAL, INC.
EXHIBIT INDEX
Exhibit Exhibit
Number Description
4.4 Specimen certificate for the Common Stock, par value $.01, of the
Registrant (1)
4.5 Form of 8% Series A Convertible Preferred Stock Purchase Agreement,
with attached list of purchasers and number of shares purchased, as
of December 10, 1993 (1)
4.8 Form of Series B Preferred Stock Purchase Agreement for Closings
held on April 15, June 21 and August 11, 1994, with attached list
of purchasers and number of shares purchased (1)
4.9 Form of Series B Preferred Stock Purchase Agreement for Closings
held on December 30, 1994 and February 6, 1995, with attached list
of purchasers and number of shares purchased (1)
4.10 Form of Series C Preferred Stock Purchase Agreement for Closings
held on June 22 and June 30, 1995, with attached list of purchasers
and number of shares purchased (1)
4.12 Securities Agreement, dated December 1, 1993, as amended February
1, 1994, by and among the Registrant, Robert J. Crowell, and 19
other listed purchasers, as of June 2, 1995 (1) and list of other
assignees of certain registration rights thereunder (2)
4.13 Securities Agreement, dated October 28, 1994, by and among the
former stockholders of Computer Specialties, Inc. and the
Registrant (1)
4.14 Computerware Stockholders' Agreement, dated February 6, 1995, by
and among the Registrant, Robert J. Crowell and the former
shareholders of Computerware Business Trust (1)
4.15 Amended and Restated Lantec Stockholders' Agreement, dated April 6,
1996, by and among the Registrant, Robert J. Crowell and the former
shareholders of a group of related United Kingdom corporations
known as "Lantec" (3)
4.16 Form of Lantec Warrant Agreement, dated June 22, 1995 (1), with
attached list of holders and number of warrants held (4)
4.17 AMA Securities Agreement, dated February 29, 1996, by and among the
Registrant and the former stockholders of AMA (UK) Limited (2)
E - 1
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5.1 Opinion of Calfee, Halter & Griswold LLP as to the validity of the
securities being offered (x)
23.1 Consent of Arthur Andersen LLP (x)
23.2 Consent of Deloitte & Touche (x)
23.3 Consent of Calfee, Halter & Griswold LLP, included as part of
Exhibit 5.1.
24.1 Power of Attorney and related Certified Resolution (x)
(1) Previously filed as an exhibit to Registration Statement No. 33-98866
on Form S-1, and incorporated herein by reference.
(2) Previously filed as an exhibit to Registrant's Annual Report on Form
10-K for the year ended December 31, 1996, and incorporated herein by
reference.
(3) Previously filed as an exhibit to Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by
reference.
(4) Previously filed as an exhibit to Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by
reference.
(x) Filed herewith
E - 2
Exhibit 5.1
CALFEE, HALTER & GRISWOLD
ATTORNEYS AT LAW
1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114-2688
216/622-8200 Fax 216/241-0816
August 22, 1997
Elcom International, Inc.
10 Oceana Way
Norwood, Massachusetts 02062
We are familiar with the proceedings taken and proposed to be
taken by Elcom International, Inc., a Delaware corporation (the "Company"),
with respect to 1,000,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of the Company to be issued and sold from time to time upon
the exercise of options granted pursuant to The 1997 Stock Option Plan of the
Company (the "Plan"). As counsel for the Company, we have assisted in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Shares under the Securities Act
of 1933, as amended.
In this connection, we have examined the Restated Certificate of
Incorporation and the By-aws of the Company, both as amended, records of
proceedings of the Board of Directors and stockholders of the Company, and
such other records and documents as we have deemed necessary or advisable to
render the opinion contained herein. Based upon our examination and
inquiries, we are of the opinion that the Shares, when issued and sold
pursuant to the terms and conditions of the Plan, will be duly authorized and
validly issued, fully paid and nonassessable.
We are admitted to the practice of law solely in the State of
Ohio. The opinions expressed in this letter are limited to matters of Ohio
law, Delaware general corporate law and United States federal law.
This opinion is limited to the matters expressly set forth
herein, and no opinion is implied or may be inferred beyond that expressly
stated herein. This opinion is furnished to you and is solely for your
benefit. No other person or entity may rely upon the opinion set forth
herein without the prior written consent of the undersigned.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
/s/ CALFEE, HALTER & GRISWOLD LLP
CALFEE, HALTER & GRISWOLD LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement (Form S-8)
pertaining to The 1997 Stock Option Plan of Elcom International, Inc. of our
reports dated March 21, 1997 included in Elcom International Inc.'s Form 10-K
for the year ended December 31, 1996 and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 21, 1997
Exhibit 23.2
INDEPENDENT AUDITORS'CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports each dated 21 March 1997 (relating to
the financial statements of Elcom International Limited and AMA (UK)
Limited), appearing in the Annual Report on Form 10-K of Elcom International,
Inc. for the year ended 31 December 1996.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Chartered Accountants
London, England
21 August 1997
Exhibit 24.1
ELCOM INTERNATIONAL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Elcom International, Inc.
hereby constitutes and appoints Robert J. Crowell, Laurence F. Mulhern,
Douglas A. Neary and David L. Morehous, or any one or more of them, its
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for it in any and all capacities, to sign any or all
amendments or post-ffective amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents or any one of them full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that
each of such attorneys-in-fact and agents or any of them or his substitute or
substitutes may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Norwood, Massachusetts on August 22, 1997.
ELCOM INTERNATIONAL, INC.
By: /s/ Laurence F. Mulhern
Laurence F. Mulhern
Corporate Executive Vice
President, Chief Financial
Officer, Secretary and
Treasurer
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Exhibit 24.1
(Continued)
ELCOM INTERNATIONAL, INC.
CERTIFIED RESOLUTION
I, Laurence F. Mulhern, Secretary of Elcom International, Inc., a
Delaware corporation (the "Company"), do hereby certify that the following is
a true copy of a resolution adopted by the Company's Board of Directors as of
April 29, 1997, and that the same has not been changed and remains in full
force and effect.
RESOLVED, that Robert J. Crowell, Laurence F. Mulhern, Douglas A.
Neary and David L. Morehous, and each of them, hereby is
appointed as the attorney of the Company, with full power of
substitution and resubstitution for and in the name, place and
stead of the Company to sign, attest and file a Registration
Statement on Form S-8, or any other appropriate form that may be
used from time to time, with respect to the issue, sale and grant
of the Plan Shares covered by such Registration Statement, and
any and all amendments and exhibits to such Registration
Statement, any and all applications or other documents to be
filed with the Securities and Exchange Commission or any
securities exchange pertaining to the listing thereon of the Plan
Shares covered by such Registration Statement or pertaining to
such registration, any and all applications or other documents to
be filed with the National Association of Securities Dealers,
Inc. in connection with inclusion on the Nasdaq National Market
of the Plan Shares covered by such Registration Statement, and
any and all applications or other documents to be filed with any
governmental or private agency or official relative to the
registration of the Plan Shares, with full power and authority to
do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and
approving the acts of such attorneys or any such substitute or
substitutes and, without implied limitation, including in the
above the authority to do the foregoing things on behalf of the
Company in the name of the person so acting or on behalf and in
the name of any duly authorized officer of the Company; and the
Chief Executive Officer, and the Corporate Executive Vice
President, Chief Financial Officer, Secretary and Treasurer of
the Company, and each of them, hereby are authorized for and on
behalf of the Company to execute a Power of Attorney evidencing
the foregoing appointment.
/s/ Laurence F. Mulhern
Laurence F. Mulhern
Secretary
Dated: August 22, 1997
