As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-21245
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOGEN COMMUNICATIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
38-3114641
(I.R.S. Employer Identification Number)
50 Spring Street
Ramsey, New Jersey 07446
(Address of principal executive offices)
Bogen Communications International, Inc.
Amended and Restated Stock Incentive Plan
(Full Title of Plan)
Jonathan Guss, Chief Executive Officer
Bogen Communications International, Inc.
50 Spring Street
Ramsey, New Jersey 07446
(Name and address of agent for service)
(201) 934-8500
(Telephone number, including area code, of agent for service)
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Copies to:
Joseph F. Mazzella, Esquire
Nutter, McClennen & Fish, LLP
One International Place
Boston, MA 02110-2699
(617) 439-2000
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CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed Proposed Amount
Title of Securities Amount to be Maximum Offering Maximum Aggregate of Registration
to be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 500,000 $4.4375 $2,218,750 $585.75
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</TABLE>
(1) Represents additional shares of Common Stock issuable under the Bogen
Communications International, Inc. 1996 Incentive Stock Option Plan (the
"Plan") by virtue of an amendment to the Plan increasing the number of
shares of Common Stock issuable thereunder by 500,000 from 1,000,000 shares
to 1,500,000 shares of Common Stock.
(2) Based on the average of the high and low sale prices of the Registrant's
Common Stock as reported on the NASDAQ on December 15, 2000, estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933.
(3) In accordance with General Instruction E to Form S-8, a filing fee is being
paid only with respect to the 500,000 additional securities being registered
pursuant to this Amendment No. 1 to this registration statement. Additional
shares of the registrant's Common Stock were previously registered in the
initial filing of this registration statement and the registration fee with
respect to those securities has previously been paid.
PART I
INCORPORATION REQUIRED IN PROSPECTUS
The Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the
Note to part I of Form S-8.
ADDITIONAL INFORMATION
On March 29, 2000, the Board of Directors of Registrant approved
an amendment to the Plan (the "Plan Amendment") to increase the number of shares
of Common Stock issuable thereunder from 1,000,000 to 1,500,000. In addition,
the Plan Amendment further amends the Plan by authorizing the Compensation
Committee to grant awards of restricted stock and clarifying certain other
provisions of the Plan. On May 19, 2000, the Stockholders of Registrant approved
such Plan Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K for the year ended December 31,
1999, of Bogen Communications International, Inc. (the "Company"
or the "Registrant") which includes the consolidated statements of
financial condition of the Company as of December 31, 1999 and
1998, and the related
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consolidated statements of income, stockholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1999, together with the related notes and the report
of KPMG LLP, independent certified public accountants, originally
filed with the SEC on March 30, 2000 (SEC File No. 001-13986).
(b) The Form 10-Q reports filed by the Registrant for the fiscal
quarter ended March 31, 2000 (File No. 001-13986) filed with the
SEC on May 15, 2000, for the fiscal quarter ended June 30, 2000
(File No. 001-13986) filed with the SEC on August 10, 2000, and
for the fiscal quarter ended September 30, 2000 (File No.
001-13986) filed with the SEC on November 13, 2000.
(c) The Form 8-K report filed by the Registrant (File No. 001-13986)
with the SEC on March 30, 2000.
(d) The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 001-13986), as filed with the SEC
on September 27, 1995.
(e) All documents filed by the Registrant pursuant to Section 13(a)
and (c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify directors, officers, employees
and other agents of such corporation in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the
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defense of any action, suit or proceeding referred to above or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against the expenses (including attorneys' fees) which he or she actually and
reasonably incurred in connection therewith.
The Company's By-laws and Certificate of Incorporation, as amended,
contain provisions that provide for indemnification of officers and directors,
and their heirs and distributees, to the full extent permitted by, and in the
manner permissible under, the DGCL.
As permitted by Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation, as amended, contains a provision eliminating the
personal liability of a director to the registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, subject to certain
exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4 Bogen Communications International, Inc. Amended and Restated Stock
Incentive Plan (filed as Exhibit 10.35 to Form 10Q for the period
ended September 30, 2000).
5 Opinion of Nutter, McCLennen & Fish, LLP with respect to the
legality of the shares of Common Stock being registered hereunder.
23 Consent of KPMG LLP, independent auditors, with respect to the
consolidated financial statements and schedules of Bogen
Communications International, Inc.
24 Powers of Attorney (included in the signature pages hereto).
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 Ramsey, State of New Jersey, on this 22nd day of
December, 2000.
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
BY: /s/ Jonathan Guss
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Jonathan Guss,
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of Bogen Communications
International, Inc. whose signature appears below hereby appoints Jonathan Guss
and
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Michael Fleischer, jointly and each individually, as true and lawful
attorneys-in-fact for the undersigned with full power of substitution, to
execute in his or her name and on his or her behalf in each capacity stated
below, any and all amendments (including post-effective amendments) to this
Registration Statement as the attorney-in-fact shall deem appropriate, and to
cause to be filed any such amendment (including exhibits thereto and other
documents in connection therewith) to this Registration Statement with the
Securities and Exchange Commission, as fully and to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or any of them, 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 indicated on this ___ day of December, 2000.
Signature Title(s) Date
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/s/ Jonathan Guss
______________________ Chief Executive Officer
Jonathan Guss and Director December 22, 2000
/s/ Michael P. Fleischer
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Michael P. Fleischer President and Director December 22, 2000
/s/ Glenn R. Dubin
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Glenn R. Dubin Director December 22, 2000
/s/ Daniel A. Schwartz
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Daniel A. Schwartz Director December 22, 2000
/s/ Yoav Stern
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Yoav Stern Director December 22, 2000
/s/ Kasimir Arciszewski
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Kasimir Arciszewski Director December 22, 2000
/s/ Jeffrey E. Schwarz
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Jeffrey E. Schwarz Director December 22, 2000
/s/ Zivi R. Nedivi
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Zivi R. Nedivi Director December 22, 2000
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/s/ Maureen A. Flotard
Chief Financial Officer,
______________________ Vice President - Finance
Maureen A. Flotard and Assistant Secretary December 22, 2000
EXHIBIT INDEX
Exhibit
Number Description
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4 Bogen Communications International, Inc. Amended and
Restated Stock Incentive Plan (filed as Exhibit 10.35 to
Form 10Q for the period ended September 30, 2000).
5 Opinion of Nutter, McClennen & Fish, LLP with respect to
the legality of the shares of Common Stock being registered
hereunder.
23 Consent of KPMG LLP, independent auditors, with respect to
the consolidated financial statements and schedules of
Bogen Communications International, Inc.
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