As filed with the Securities and Exchange Commission on December 22, 2000
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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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.
401(k) 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
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed Amount
Title of Securities Amount to be Maximum Offering Maximum Aggregate of Registration
to be Registered Registered Price Per Share(1) Offering Price(2) Fee(3)(4)
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<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 150,000 $4.4375 $665,625 $175.73
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</TABLE>
(1) The average of the high and low prices of the Common Stock of Bogen
Communications International, Inc. (the "Common Stock") on the Nasdaq
National Market on December 15, 2000 in accordance with Rule 457(c)
under the Securities Act of 1933, as amended (the "Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) 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 plan described
herein.
(4) The securities of Bogen Communications International, Inc. to be
purchased by the participants of The Bogen Communications
International, Inc. 401(k) Plan are included in the amount shown for
Common Stock. Accordingly, no separate fee is required for the
participation interests. In accordance with Rule 457(h) under the Act,
the registration fee has been calculated on the basis of the number of
shares of Common Stock issuable under such plan.
This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. (S) 230.462.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the participants of
The Bogen Communications International, Inc. 401(k) Plan (the "Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such documents are not
filed with the Securities and Exchange Commission (the "SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
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 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,
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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 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.
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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. LIST OF EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
5.0 Opinion of Nutter, McCLennen & Fish, LLP
23.0 Consent of KPMG LLP.
24.0 Power of Attorney is located on the signature pages.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the information
required by (i) and (ii) is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference into this
Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 Act and will be governed by the final adjudication of
such issue.
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 December 22, 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 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 22nd day of December, 2000.
Signature Title(s) Date
--------- -------- ----
/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
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/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
/s/ Maureen A. Flotard
Chief Financial Officer,
______________________ Vice-President Finance
Maureen A. Flotard and Assistant Secretary December 22, 2000
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