AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1997.
REGISTRATION NO.
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=======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALDILA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 13-3645590
(STATE OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
15822 BERNARDO CENTER DRIVE, SAN DIEGO, CALIFORNIA 92127
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ALDILA, INC. 1994 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
GARY T. BARBERA
15822 BERNARDO CENTER DRIVE
SAN DIEGO, CALIFORNIA 92127
(619) 592-0404
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==========================================================================================
TITLE OF SECURITIES PROPOSED PROPOSED
TO BE AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 2,300,000* ** $11,592,139 $3,512.80
- ------------------------------------------------------------------------------------------
==========================================================================================
* Plus such additional shares as may be available in order to
adjust to a change in capitalization.
** As determined in accordance with Rule 457, the amount of the
Registration Fee is based on (i) $4.66, the price at which
38,592 options may be exercised, (ii) $4.59, the price at which
60,000 options may be exercised, (iii) $4.44, the price at
which 60,000 options may be exercised, (iv) $4.94, the price at
which 100,000 options may be exercised, (v) $4.80, the price at
which 747,500 options may be exercised, (vi) $4.78, the price
at which 60,000 options may be exercised, and (vii) $5.45, the
average price of the high and low sales prices on July 22, 1997
for 1,233,908 options.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are filed with the
Securities and Exchange Commission (the "SEC"), are incorporated
in this Registration Statement by reference:
(a) The Company's report on Form 10-K for the
fiscal year ended December 31, 1996;
(b) The Company's report on Form 10-Q for the
period ended March 31, 1997;
(c) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since the end
of the fiscal quarter covered by the report
referred to in (b) above; and
(d) The description of the Company's Common Stock,
par value $.01, contained in a Registration
Statement on Form 8-A filed on June 4, 1993.
All documents subsequently filed by the Company pursuant
to Section 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 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 part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation provides that a
director of the Company will not be personally liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except in certain cases where
liability is mandated by the Delaware General Corporation Law
(the "DGCL"). The provision has no effect on any non-monetary
remedies that may be available to the Company or its
stockholders, nor does it relieve the Company or its directors
from compliance with federal or state securities laws. The
Bylaws of the Company generally provide that the Company shall
indemnify, to the fullest extent permitted by law, any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding (each, a
"Proceeding"), whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company), by reason of the fact that he 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, employee or agent of another
entity, against expenses (including attorneys' fees) and losses,
claims, liabilities, judgments, fines and amounts paid in
settlement actually incurred by him in connection with such
Proceeding 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 Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The Company has entered into indemnification
agreements to provide indemnification for the Company's directors
and certain officers in addition to the indemnification provided
for in the Bylaws. These agreements, among other things, will
indemnify the Company's directors and certain officers to the
fullest extent permitted by Delaware law for certain expenses
(including attorneys' fees), and all losses, claims, liabilities,
judgments, fines and settlement amounts incurred by such person
arising out of or in connection with such person's service as a
director or officer of the Company or an affiliate of the
Company.
The members of the Stock Option Plan Committee (the
"Committee") will be indemnified by the Company for all costs and
expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against,
responding to, negotiation for the settlement of or otherwise
dealing with any claim, cause of action or dispute of any kind
arising in connection with any actions in administering the 1994
Stock Incentive Plan or in authorizing or denying authorization
to any transaction thereunder. No member of the Committee shall
be liable for any action, failure to act, determination or
interpretation made in good faith with respect to this Plan or
any transaction hereunder, except for liability arising from his
or her own willful misfeasance, gross negligence or reckless
disregard of his or her duties.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the Company
pursuant to any charter provision, bylaw, contract, arrangement,
statute or otherwise, the Company has been advised that in the
opinion of the SEC, such indemnification is against public policy
as expressed in the Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than 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 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 the court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Policies of insurance are maintained by the Company
under which its directors and officers are insured, within the
limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits
or proceedings to which they are parties by reason of being or
having been such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on Page 7.
ITEM 9. UNDERTAKINGS.
(1) The Company hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in this registration statement or any
material change to such information in this registration
statement, and that for the purpose of determining any liability
under the 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.
The Company also hereby undertakes 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 Company hereby undertakes that, for the purpose
of determining any liability under the Act, each filing of the
Company's annual report pursuant to Section 13(a) or 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 the initial bona fide offering thereof.
(3) With respect to indemnification for liabilities
arising under the Securities Act, see Item 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 it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on
July 25, 1997.
ALDILA, INC.
By: Gary T. Barbera
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Gary T. Barbera
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gary T. Barbera
and Robert J. Cierzan and each or any of them, his true and
lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for such person and in
his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may
lawfully 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 by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Gary T. Barbera Chairman and Chief July 25, 1997
- ----------------------- Executive Officer
Gary T. Barbera (Principal
Executive Officer)
Robert J. Cierzan Vice President, July 25, 1997
- ----------------------- Finance(Principal
Robert J. Cierzan Financial Officer
and Principal
Accounting
Officer)
Peter E. Bennett Director July 25, 1997
- -----------------------
Peter E. Bennett
Marvin M. Giles, III Director July 25, 1997
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Marvin M. Giles, III
Vincent T. Gorguze Director July 25, 1997
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Vincent T. Gorguze
John J. Henry Director July 25, 1997
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John J. Henry
Director July 25, 1997
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Donald C. Klosterman
Wm. Brian Little Director July 25, 1997
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Wm. Brian Little
Peter R. Mathewson Director July 25, 1997
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Peter R. Mathewson
Director July 25, 1997
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Chapin Nolen
ALDILA, INC.
INDEX TO EXHIBITS
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Exhibit No. Exhibit Page
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4.1 - Specimen form of the Company's
Common Stock certificate.*
5.1 - Opinion of Fried, Frank, Harris,
Shriver & Jacobson re: Legality.
15.1 - Not Applicable.
23.1 - Consent of Fried, Frank, Harris,
Shriver & Jacobson (included in
Exhibit 5.1).
23.2 - Consent of Deloitte & Touche LLP,
independent public accountants.
24.1 - Power of Attorney for the Company
relating to subsequent amendments
(included on signature page
herewith).
- ---------------------------------------
* Previously filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-1 Amendment No. 2 (Registration No. 33-
61560) filed with the Securities and Exchange Commission on
May 27, 1993 and incorporated herein by this reference.
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson]
EXHIBIT 5.1
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213-473-2001
July 25, 1997
Aldila, Inc.
15822 Bernardo Center Drive
San Diego, California 92127
Dear Sirs:
We are acting as special counsel to Aldila, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of
up to 2,300,000 shares (the "Shares") of the Company's common
stock, par value $.01 per share, to employees, officers,
consultants and directors of the Company upon the exercise of
options to purchase the Shares which may be granted to them under
the Aldila, Inc. 1994 Stock Incentive Plan, as amended (the
"Plan").
We have examined the originals, or certified, conformed or
reproduction copies, of all records, agreements, instruments and
documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations,
we have assumed the genuineness of all signatures on original or
certified copies and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to such
opinion, we have relied upon certificates and statements of
public officials, officers or representatives of the Company and
others.
Based upon the foregoing, and subject to the limitations set
forth herein, we are of the opinion that the Shares, when issued
and paid for in accordance with the Plan, will be validly issued,
fully paid and non-assessable.
The opinion expressed herein is limited to Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 relating to the
registration of the Shares. In giving this consent we do not
hereby admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: Edward S. Rosenthal
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Edward S. Rosenthal
ESR/djw
EXHIBIT 23.2
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Aldila, Inc. on Form S-8 of our report dated
February 7, 1997 appearing in the Annual Report on Form 10-K of
Aldila, Inc. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
San Diego, California
July 24, 1997
