As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KEYSTONE INVESTMENTS, INC.
(formerly Keystone Group, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3071173
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization Identification No.)
200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices) (Zip Code)
Keystone Investments, Inc. Officers' Stock Purchase Program
(Full Title of the Plan)
Rosemary D. Van Antwerp, Esq.
Senior Vice President and General Counsel
Keystone Investments, Inc.
200 Berkeley Street
Boston, MA 02116-5034
(Name and Address of Agent for Service)
(617) 338-3200
(Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered 1 Share Price 2 fee 2
===================== ==================== =============== ================ ======================
<S> <C> <C> <C> <C>
Shares of 500,000
Common $18.75 $9,375,000 $3,233.00
Stock,
$0.01 Par
Value
===================== ==================== =============== ================ ======================
</TABLE>
1 Plus such additional number of shares of Common Stock as may be issued
in respect of the shares being registered in the event of a stock
dividend, split-up of shares, recapitalization, or other similar event.
2 Computed in accordance with Rule 457(h) under the Securities
Act of 1933, as amended.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents meeting the requirements of Part I of Form S-8
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Instruction E of Form S-8, this Registration Statement on
Form S-8 (File No. 33- ) (the "Registration Statement") of Keystone
Investments, Inc. (the "Registrant") hereby incorporates by reference the entire
contents of Registrant's Registration Statement on Form S-8 (File No. 33-87780)
as filed with the Commission on December 22, 1994, except as otherwise provided
herein.
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into the Registration
Statement the following documents:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, as filed with the Commission pursuant to the
Securities Exchange Act of 1934; and
(b) all other reports filed with the Commission by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 since December 31, 1995.
In addition, all documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any subsequently filed document that is
also incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered hereby has been
passed upon by Rosemary D. Van Antwerp, Senior Vice President and General
Counsel to the Registrant. Ms. Van Antwerp may be deemed to beneficially own
402,995 shares of the Registrant's Common Stock.
Item 6. Indemnification of Officers and Directors.
Article IX of the Registrant's Restated Certificate of Incorporation
provides that no Director shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as Director
except (i) for any breach of the Director's duty of loyalty to Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware, or (iv) for any transaction from which
the Director derived an improper personal benefit. If the General Corporation
Law of Delaware is amended after the effective date of Registrant's Restated
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
Director of the Registrant shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of Delaware, as amended.
Item 8. Exhibits.
Exhibit No. Exhibit Description
4.1(a) Registrant's Restated Certificate of
Incorporation1
4.1(b) Amendment to Certificate of Incorporation2
4.2 Registrant's By-laws, as amended1
5.0 Opinion of Counsel to Registrant re legality
of shares being registered3
23.1 Consent of Coopers & Lybrand L.L.P.3
23.2 Consent of Counsel to Registrant (included in
Exhibit 5.0 of this Amendment)3
99.1 Registrant's Statement of Policy re Officers'
Stock Purchase Program1
99.2 Amended and Restated Keystone Group, Inc.
1992 Employee Voting Trust Agreement4
<PAGE>
Item 8. Exhibits continued.
Exhibit No. Exhibit Description
99.3 Amended and Restated Stockholders' Agreement4
-------------------------------------------
1 Incorporated herein by reference to the corresponding exhibit
to the Registrant's Form S-8 Registration Statement No. 33-87780
filed with the Commission on December 22, 1994.
2 Incorporated herein by reference to the corresponding exhibit to the
Registrant's Form 10-Q filed with the Commission on May 15, 1995.
3 Filed herewith.
4 Incorporated herein by reference to the corresponding exhibit to the
Registrant's Form 10-K filed with the Commission on March 31, 1994.
Item 9. Undertakings.
(a) The 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,
represent 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 in such information in the Registration
Statement;
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if 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 Registrant hereby 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 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 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
<PAGE>
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.
<PAGE>
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 Boston, Commonwealth of Massachusetts on this 26th
day of June, 1996.
KEYSTONE INVESTMENTS, INC.
By:/s/ Albert H. Elfner, III
-------------------------
Albert H. Elfner, III
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed this 26th day of June, 1996 by the
following persons in the capacities indicated.
Signature Title
By:/s/Albert H. Elfner, III Chairman, Chief Executive
------------------------- Officer, President and
Albert H. Elfner, III Director (Principal
Executive Officer)
By:/s/Edward F. Godfrey Senior Vice President,
--------------------- Chief Financial Officer,
Edward F. Godfrey Treasurer and Director
(Principal Financial
Officer)
<PAGE>
Signature page continued.
By:/s/John D. Rogol Vice President and
----------------- Controller (Principal
John D. Rogol Accounting Officer)
By:/s/Ralph J. Spuehler, Jr. Senior Vice President
-------------------------- and Director
Ralph J. Spuehler, Jr.
By:/s/Philip M. Byrne Senior Vice President
-------------------------- and Director
Philip M. Byrne
By:/s/George S. Bissell Director
--------------------------
George S. Bissell
By:/s/Roger T. Wickers Director
--------------------------
Roger T. Wickers
By:/s/Stephen J. Arpante Director
---------------------------
Stephen J. Arpante
<PAGE>
EXHIBIT INDEX
Exhibit No. Item Page
- ------------ --------------------------------- -----
5.0 Opinion (and Consent) of Counsel
to Registrant
23.1 Consent of Coopers & Lybrand L.L.P.
June 25, 1996
Keystone Investments, Inc.
200 Berkeley Street
Boston, MA 02116-5034
Re: Registration of Keystone Investments, Inc. (the "Company") Common Stock
under the Company's Officers' Stock Purchase Program
Gentlemen:
This opinion is delivered to you in connection with the Registration
Statement on Form S-8, which the Company intends to file on or around June 25,
1996 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), for registration under the Act of 500,000 shares of the Company's
Common Stock, $0.01 par value (the "Shares").
I am familiar with the Company's Restated Certificate of Incorporation,
By-Laws, as amended, and corporate minute books as well as the Registration
Statement. I have also examined such other documents, records, and certificates
and have made such further investigation as I have deemed necessary for the
purpose of this opinion.
Based upon and subject to the foregoing, I am of the opinion that the
Shares of the Company's Common Stock to be sold by the Company pursuant to the
Company's Officers' Stock Purchase Program, when issued against receipt of the
agreed purchase price therefor, will be legally issued, fully paid, and
non-assessable by the Company.
I understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. I further consent to any reference to my name in
the Registration Statement or the related Prospectus to be distributed in
accordance with Rule 428 under the Act.
Sincerely yours,
/s/Rosemary D. Van Antwerp
Senior Vice President and
General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Keystone Investments, Inc.
We consent to the inclusion in the registration statement on Form S-8 of our
report dated February 22, 1996, on our audits of the consolidated financial
statements and financial statement schedule of Keystone Investments, Inc. and
Subsidiaries as of December 31, 1995 and 1994 and for each of the three years in
the period ended December 31, 1995.
/s/ Coopers and Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 25, 1996
