<PAGE> 1
As filed with the Securities and Exchange Commission on April 9, 1997
Registration No. 333- .
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
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)
--------
1996 STOCK OPTION PLAN OF ELCOM INTERNATIONAL, INC.
(Full Title of the Plan)
--------
<TABLE>
<S> <C>
Copy to:
Laurence F. Mulhern --------
Corporate Executive Vice President Douglas A. Neary, Esq.
Chief Financial Officer, Treasurer and Secretary Calfee, Halter & Griswold LLP
Elcom International, Inc. 1400 McDonald Investment Center
10 Oceana Way 800 Superior Avenue
Norwood, Massachusetts 02062 Cleveland, Ohio 44114
(617) 440-3333 (216) 622-8200
</TABLE>
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
--------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 2,400,000
share, issuable upon exercise of options shares $5.875 $14,100,000 $4,272.73
<FN>
(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 April 4, 1997.
</TABLE>
<PAGE> 2
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 Reports on Form 8-K and Form 8-K/A-1 dated
February 21, 1997;
3. The Company's Current Report on Form 8-K dated March 26, 1997; and
4. 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 filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 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 the
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 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.
1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
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
Delaware GCL, 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 Delaware GCL 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.
Both the Delaware GCL 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.
2
<PAGE> 4
ITEM 8. EXHIBITS.
--------
See the Index to Exhibits 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.
(b) The undersigned Registrant 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
3
<PAGE> 5
foregoing provisions described under Item 6 above, 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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
4
<PAGE> 6
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 April 9, 1997.
ELCOM INTERNATIONAL, INC.
By: /s/ Robert J. Crowell
------------------------------------
Robert J. Crowell
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Robert J. Crowell, Laurence F. Mulhern,
David Wolf, Douglas A. Neary and Thomas A. Fullmer, 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.
<TABLE>
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 April 9, 1997.
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Robert J. Crowell Chairman of the Board of Directors
- ---------------------------- and Chief Executive Officer
Robert J. Crowell (Principal Executive Officer)
/s/ Laurence F. Mulhern Corporate Executive Vice President,
- ---------------------------- Chief Financial Officer, Treasurer and Secretary
Laurence F. Mulhern (Principal Financial and Accounting Officer)
/s/ William W. Smith Vice Chairman and Director
- ----------------------------
William W. Smith
/s/ James Rousou Corporate Executive Vice President and Director
- ----------------------------
James Rousou
/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
</TABLE>
5
<PAGE> 7
ELCOM INTERNATIONAL, INC.
FORM S-8 REGISTRATION STATEMENT
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.4 Specimen certificate of the Registrant's Common Stock. (1)
4.5 Form of 8% Series A Cumulative Convertible Preferred ("Series A")
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 September 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. (3)
4.13 Securities Agreement, dated October 28, 1994, by and among the
former stockholders of CSI 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. (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 Lantec. (2)
4.16 Form of Lantec Warrant Agreement, dated June 22, 1995, with
attached list of holders and number of warrants held. (1)
4.17 AMA Securities Agreement, dated February 29, 1996, by and among
the Registrant and the former stockholders of AMA (UK) Limited.
(3)
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)
E-1
<PAGE> 8
ELCOM INTERNATIONAL, INC.
FORM S-8 REGISTRATION STATEMENT
INDEX TO EXHIBITS
(CONTINUED)
Exhibit No. Description
- ----------- -----------
23.3 Consent of Calfee, Halter & Griswold LLP.
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 Quarterly Report on Form
10-Q for the quarter ended March 31, 1996, and incorporated herein by
reference.
(3) 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.
(x) Filed herewith.
E-2
<PAGE> 1
EXHIBIT 5.1
CALFEE, HALTER & GRISWOLD LLP
ATTORNEYS AT LAW
1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114-2688
April 9, 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 2,400,000 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 1996 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-Laws 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.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. 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.
Very truly yours,
/s/ CALFEE, HALTER & GRISWOLD LLP
---------------------------------
CALFEE, HALTER & GRISWOLD LLP
<PAGE> 1
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 1996
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
April 7, 1997
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Elcom International, Inc. 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 December 31, 1996.
/s/ DELOITTE & TOUCHE
- ---------------------
DELOITTE & TOUCHE
Chartered Accountants
London, England
4 April 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold LLP is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
<PAGE> 1
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, David Wolf,
Douglas A. Neary and Thomas A. Fullmer, 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-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 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 April 9, 1997.
ELCOM INTERNATIONAL, INC.
By: /s/ Laurence F. Mulhern
-----------------------------------
Laurence F. Mulhern
Corporate Executive Vice President,
Chief Financial Officer, Secretary
and Treasurer
<PAGE> 2
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 resolutions adopted by the Board of Directors as of August 19, 1996, and that
the same has not been changed and remains in full force and effect.
FURTHER RESOLVED, that Robert J. Crowell, David Wolf, Laurence F. Mulhern,
Douglas A. Neary and Thomas A. Fullmer be, and each of them hereby is, appointed
as the attorney of Elcom International, Inc., 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 shares of the Company's Common Stock issuable upon exercise of options
granted under the 1996 Stock Option Plan of the Company (the "Company Shares"),
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
Company 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 National Association of Securities Dealers Automated Quotation System of the
Company 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 Company 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 the Treasurer of the Company be, and 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: April 9, 1997
