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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ELECTROGLAS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0336101
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2901 CORONADO DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 727-6500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
1997 STOCK INCENTIVE PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
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(Full Title of Plans)
ARMAND J. STEGALL
VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
ELECTROGLAS, INC.
2901 CORONADO DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 727-6500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
WILLIAM D SHERMAN, ESQ.
MORRISON & FOERSTER LLP
755 PAGE MILL ROAD
PALO ALTO, CA 94304-1018
(415) 813-5600
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CALCULATION OF REGISTRATION FEE
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MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share......... 800,000 $12.50 $10,000,000.00 $2,950.00
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) and Rule 457(h) of
Regulation C promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
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Page 1 of 8 pages
The Index to Exhibits appears on page 6
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exhange Commission (the "Commission"):
1. The contents of the Registrant's Registration Statement on Form S-8,
Commission File No. 333-49303, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.
2. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement,
and 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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Page 2 of 8 pages
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ITEM 8. EXHIBITS.
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5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 4)
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Page 3 of 8 pages
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Electroglas, Inc., 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 San Jose, State of California, on August 24,
1998.
ELECTROGLAS, INC
By: /s/ Curtis S. Wozniak
------------------------
Curtis S. Wozniak
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Curtis
S. Wozniak and Armand J. Stegall, and each of them, as attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendment 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 to said attorneys-in-fact, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming the said
attorney-in-fact 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 date indicated.
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Signature Capacity Date
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<S> <C> <C>
/s/ Curtis S. Wozniak Chief Executive Officer August 24, 1998
- ----------------------------------- and Director and Chairman
Curtis S. Wozniak Principal Executive Officer)
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Page 4 of 8 pages
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<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Armand J. Stegall Vice President, Finance, August 24, 1998
- -----------------------------------
Armand J. Stegall Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Neil R. Bonke Director August 24, 1998
- -----------------------------------
fNeil R. Bonke
/s/ Joseph F. Dox Director August 24, 1998
- -----------------------------------
Joseph F. Dox
/s/ Roger D. Emerick Director August 24, 1998
- -----------------------------------
Roger D. Emerick
/s/ Robert J. Frankenberg Director August 24, 1998
- -----------------------------------
Robert J. Frankenberg
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Page 5 of 8 pages
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DOCUMENT
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5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent
Auditors
24.1 Power of Attorney (see page 4)
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Page 6 of 8 pages
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EXHIBIT 5.1
August 24, 1998
Electroglas, Inc.
2901 Coronado Drive
Santa Clara, California 95054
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by Electroglas, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on August 24, 1998 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 800,000 shares of the Company's Common Stock (the "Shares"). The
Shares are reserved for issuance pursuant to the Company's 1997 Stock Incentive
Plan and 1998 Employee Stock Purchase Plan. As counsel to the Company, we have
examined the proceedings taken by the Company in connection with the
registration of the Shares.
It is our opinion that the Shares, when issued and sold in the
manner described in the Registration Statement and the related Prospectus, will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
Page 7 of 8 pages
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Company's 1997 Stock Incentive Plan and
1998 Employee Stock Purchase Plan of Electroglas, Inc. of our reports dated
January 27, 1998 (except for Note 12, as to which the date is February 13,
1998), with respect to the consolidated financial statements of Electroglas,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1997 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
August 20, 1998
Page 8 of 8 pages
