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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999
REGISTRATION NO. 333-_________
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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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ELECTROGLAS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 77-0336101
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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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)
ELECTROGLAS, INC. 1997 STOCK INCENTIVE 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
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Common Stock, $.001
par value per share.......... 300,000 $19.625 $5,887,500 $1,637
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933
and based upon the average of the high and low prices reported on the
Nasdaq National Market on June 30, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
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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 and 333-62139, 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, 1998, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
3. The Company's Current Report on Form 10-Q for the period ended March
31, 1999.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on April
23, 1993.
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
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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.
ITEM 8. EXHIBITS.
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 Signature Page)
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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 July 2, 1999.
ELECTROGLAS, INC
By: /s/ Curtis S. Wozniak
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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/ Curtis S. Wozniak Chief Executive Officer and July 2, 1999
- --------------------------- Director and Chairman
Curtis S. Wozniak (Principal Executive
Officer)
/s/ Armand J. Stegall Vice President, Finance, July 2, 1999
- --------------------------- Chief Financial Officer,
Armand J. Stegall Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Neil R. Bonke Director July 2, 1999
- ---------------------------
Neil R. Bonke
/s/ Joseph F. Dox Director July 2, 1999
- ---------------------------
Joseph F. Dox
/s/ Roger D. Emerick Director July 2, 1999
- ---------------------------
Roger D. Emerick
/s/ Robert J. Frankenberg Director July 2, 1999
- ---------------------------
Robert J. Frankenberg
/s/ Mel Friedman Director July 2, 1999
- ---------------------------
Mel Friedman
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INDEX TO EXHIBITS
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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 Signture Page)
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EXHIBIT 5.1
July 2, 1999
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 July 2, 1999 (the "Registration Statement"), relating
to the registration under the Securities Act of 1933, as amended, of 300,000
shares of the Company's Common Stock, $0.01 par value (the "Shares"). The Shares
are reserved for issuance pursuant to the Company's 1997 Stock Incentive 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
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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 1997 Stock Incentive Plan of Electroglas, Inc. our
report dated January 26, 1999, with respect to the consolidated financial
statements and schedule of Electroglas, Inc. included in its Annual Report on
Form 10-K for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
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San Jose, California
July 1, 1999
