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Registration No. 33-___________
As filed with the Securities and Exchange Commission
on July 15, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
INDUSTRIAL SCIENTIFIC CORPORATION
Pennsylvania 24-1481281
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1001 Oakdale Road
Oakdale, Pennsylvania 15071
(Address of principal executive offices)
___________________________________________
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
(Full title of the plan)
___________________________________________
JAMES P. HART
Vice President of Finance and Chief Financial Officer
Industrial Scientific Corporation
1001 Oakdale Road
Oakdale, Pennsylvania 15071
(Name and address of agent for service)
412-788-4353
(Telephone number of agent for service)
Copies of communications to:
JAMES J. BARNES, ESQUIRE
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-1415
___________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities To Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Aggregate Offering Registration Fee(2)
Per Share Price(2)
<S> <C> <C> <C> <C>
Common Stock (par value 50,000 $17.50 $875,000 $301.72
$.01 per share)
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low sales
prices for the Common Stock on the NASDAQ/National Market on July 11, 1996,
as reported in The Wall Street Journal, Midwest Edition, on July 12, 1996,
has been determined in accordance with Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Industrial Scientific
Corporation Profit Sharing Plan (the "Plan"). Industrial Scientific Corporation
(the "Corporation" or the "Registrant") is incorporated in the Commonwealth of
Pennsylvania.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (d) below. The Corporation also
incorporates by reference, from the date of filing of such documents, all
documents subsequently filed by it pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Securities 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:
(a) The Corporation's Annual Report on Form 10-K for the year ended
January 27, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above;
(c) The description of the Common Stock of the Corporation contained in the
Corporation's registration statement filed under Section 12 of the Securities
Exchange Act, including any amendment or report filed for the purpose of
updating such description; and
(d) Industrial Scientific Corporation Profit Sharing Plan Annual Report on
Form 11-K for the fiscal year ended December 31, 1995, which is being filed
concurrently with this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law (the
"PBCL") provides in general that a corporation may indemnify any person,
including its directors, officers and employees, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or
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investigative (including actions by or in the right of the corporation) by
reason of the fact that he or she is or was a representative of or serving at
the request of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with the action or proceedings if he or she is
determined by the board of directors, or in certain circumstances by independent
legal counsel to the shareholders, to have acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no reason to
believe his or her conduct was unlawful. In the case of actions by or in the
right of the corporation, indemnification is not permitted in respect of any
claim, issue or matter as to which the person has been adjudged to be liable to
the corporation except to the extent a court determines that the person is
fairly and reasonably entitled to indemnification. In any case, to the extent
that the person has been successful on the merits or otherwise in defense of any
claim, issue or matter, he or she shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection therewith. Subchapter D also provides that the indemnification
permitted or required by Subchapter D is not exclusive of any other rights to
which a person seeking indemnification may be entitled.
The Corporation's Restated Articles of Incorporation provide that, except
as prohibited by law, every director and officer of the Corporation is entitled
to be indemnified by the Corporation against reasonable expense and any
liability paid or incurred by such person in connection with any actual or
threatened claim, action, suit or proceeding, civil, criminal, administrative,
investigative or otherwise in which he or she may be involved by reason of being
or having been a director or officer of the Corporation or by reason that such
person is or was serving at the request of the Corporation as a director,
officer, employee, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity. Such
indemnification includes the right to have expenses incurred paid in advance by
the Corporation prior to final disposition, subject to such conditions as may be
prescribed by law. Persons who are not directors or officers of the Corporation
may be similarly indemnified in respect of service to the Corporation, or to
another such entity at the request of the Corporation, to the extent the Board
of Directors designates. Expenses include fees and expenses of counsel selected
by such person, and liability includes amount of judgments, excise taxes, fines
and penalties, and amounts paid in settlement. Under the PBCL, indemnification
pursuant to this provision of the Corporation's Restated Articles of
Incorporation is not permitted in any case in which the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. There may be other circumstances
where indemnification may not be permitted as a matter of public policy.
The Restated Articles of Incorporation of the Corporation also provide that
to the fullest extent that the laws of the Commonwealth of Pennsylvania, as now
in effect or as hereafter amended, permit elimination of limitation of the
liability of directors, no director of the Corporation shall be personally
liable for monetary damages as such for any action taken, or any failure to take
any action, as a director. Under Section 1713 of the PBCL, the personal
liability of a director may not be eliminated or limited if: (1) the director
has breached or failed to perform the duties of his office under Subchapter B of
Chapter 17 of the PBCL (relating to the fiduciary duties of directors), and (2)
the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness. Furthermore, this limitation to the personal liability of
directors of the Corporation
2
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does not apply to (1) the responsibility or liability of a director pursuant to
any criminal statute; or (2) the liability of a director for the payment of
taxes pursuant to local, state and federal law.
The Corporation has purchased director and officer liability insurance
covering its directors and officers with respect to liability which they may
incur in connection with their serving as such. Under the insurance, the
Corporation will receive reimbursement for amounts as to which the directors and
officers are indemnified under the Corporation's Restated Articles. The
insurance may also provide certain additional coverage for the directors and
officers against certain liability even though such liability is not subject to
indemnification under the Corporation's Restated Articles.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
5.1 - Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code.
23.1 - Consent of Coopers & Lybrand L.L.P.
24.1 - Powers of Attorney (included as part of signature page).
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 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.
(2) That, for the purpose of determining any liability under the
Securities 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.
3
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(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 hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Registrant 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 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 Registrant 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
4
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SIGNATURES
The Registrant. 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 Borough of Oakdale, Commonwealth of Pennsylvania, on the
15th day of July, 1996.
INDUSTRIAL SCIENTIFIC CORPORATION
By: /s/ James P. Hart
----------------------------------------
James P. Hart, Vice President of Finance
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Kent D. McElhattan and James P. Hart, and each of
them, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for such person and in such person's 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, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agent or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 15, 1996.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kenton E. McElhattan
_______________________________ Chairman July 15, 1996
Kenton E. McElhattan of the Board
/s/ Kent D. McElhattan
_______________________________ President, Chief Executive July 15, 1996
Kent D. McElhattan Officer and Director
/s/ James P. Hart
_______________________________ Vice President, Finance and July 15, 1996
James P. Hart Chief Financial Officer
</TABLE>
5
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<TABLE>
<S> <C> <C>
/s/ James D. Morton
_______________________________ Director July 15, 1996
James D. Morton
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of
---------
1933, the Trustee of the Industrial Scientific Corporation Profit Sharing Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Oakdale, Commonwealth
of Pennsylvania, on July 15, 1996
Industrial Scientific Corporation Profit Sharing Plan
By: /s/ James P. Hart
______________________________
James P. Hart, Trustee
6
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C> <C>
5.1 Internal Revenue Service Filed herewith.
Determination Letter
23.1 Consent of Independent Certified Filed herewith.
Public Accountants
24.1 Power of Attorney (included on Filed herewith.
signature page)
</TABLE>
7
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Exhibit 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Date: Jul 06 1994 Employer Identification Number:
25-1481281
File Folder Number:
521031904
INDUSTRIAL SCIENTIFIC CORPORATION Person to Contact:
1001 OAKDALE ROAD EP/EO CUSTOMER SERVICE UNIT
OAKDALE, PA 15071-1500 Contact Telephone Number:
(410) 962-6058
Plan Name:
INDUSTRIAL SCIENTIFIC CORPORATION
401(K) SAVINGS PLAN AND TRUST
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above, based
on the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
September 9, 1993.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93 39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of
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-2-
INDUSTRIAL SCIENTIFIC CORPORATION
section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last paragraph of
Publication 794 under the caption "Limitations of a Favorable Determination
Letter".
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul M. Harrington
--------------------------------
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
EXHIBIT NO. 23.01
Consent of Independent Public Accountants
We consent to the incorporation by reference in this Registration Statement
of Industrial Scientific Corporation on Form S-8 of our report dated May 8, 1996
on our audits of the consolidated financial statements of Industrial Scientific
Corporation and Subsidiaries as of January 27, 1996 and January 28, 1995 and for
the three years in the period ended January 27, 1996 which report is
incorporated by reference in Industrial Scientific Corporation Annual Report on
Form 10-K and of our report dated June 7, 1996 on our audits of the financial
statements of the Industrial Scientific Corporation Profit Sharing Plan as of
December 31, 1995 and 1994 and for the year ended December 31, 1995 which report
is included in the Industrial Scientific Corporation Profit Sharing Plan Annual
Report on Form 11-K.
Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
July 15, 1996
