As filed with the Securities and Exchange Commission on June 24, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HOLLY PRODUCTS, INC.
(Exact name of issuer as specified in its charter)
New Jersey 22-3172149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Monument Road, Bala Cynwyd, Pennsylvania 19004
(Address of Principal Executive Offices) (Zip Code)
Legal Services Agreement
(Full title of the Plan)
William H. Patrowicz, President
Holly Products, Inc.
200 Monument Road, Suite 10
Bala Cynwyd, PA 19004
(Name and address of agent for service)
(610) 617-0400
(Telephone number, including area code of agent for service)
- -----------------
copies to:
Sommer & Schneider LLP
600 Old Country Road, Suite 535
Garden City, NY 11530
(516) 228-8181
Approximate date of commencement of proposed sale to the public:
Upon the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee(1)
Common Stock,
no par value 1,300,000 $.375 $487,500 $169.00
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average
of the last price per share of the Registrant's Common Stock on June 24, 1996,
a date within five (5) days prior to the date of filing of this Registration
Statement, as reported by the NASDAQ SmallCap Market.
Documents Incorporated by Reference 1 Yes 0 No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1995; and
(b) The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1995; and
(c) The Company's Quarterly Report on Form 10-QSB for the
period ended September 30, 1995; and
(d) The Company's Quarterly Report on Form 10-QSB for the
period ended December 31, 1995; and
(e) The Company's Prospectus filed pursuant to Rule 424(b) on
May 22, 1995 as part of Registration No. 33-88750;
(f) All other documents filed by the Company after the date of
this Registration Statement under Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the Registration
Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining
in the Registration Statement and to be part thereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the shares
being registered herein will be passed upon for the Company by the
Law Offices of Sommer & Schneider LLP, 600 Old Country Road,
Suite 535, Garden City, NY 11530.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-laws of the
Company provide that the Company shall indemnify to the fullest
permitted by New Jersey law any person whom it may indemnify
thereunder, including directors, officers, employees and agents of
the Company. Such indemnification (other than as ordered by a
court) shall be made by the Company only upon a determination that
indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person
acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company. Advances for
such indemnification may be made pending such determination.
Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel
or by the stockholders. In addition, the Certificate of Incorporation
provides for the elimination, to the extent permitted by New Jersey
law, of personal liability of directors to the Company and its
stockholders for monetary damages for breach of fiduciary duty as
directors.
The Company has obtained a directors and officers
insurance and company reimbursement policy. The policy insures
directors and officers against unindemnified loss arising from certain
wrongful acts in their capacities and reimburse the Company for
such loss for which the Company has lawfully indemnified the
directors of officers.
The Company has also agreed to indemnify each
director and executive officer pursuant to an Indemnification
Agreement with each such director and executive officer from and
against any and all expenses, losses, claims, damages and liability
incurred by such director or executive officer for or as a result of
action taken or not taken while such director or executive officer
was acting in his capacity as a director, officer, employee or agent of
the Company. The obligations of the Company for indemnification
is limited to the extent provided in the New Jersey Business
Corporation Act and is also limited in situations where, among
others, the indemnitee is deliberately dishonest, gains any profit or
advantage to which he is not legally entitled or is otherwise
indemnified.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 of 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
5 Consent and Opinion of Law Offices of Sommer & Schneider LLP
24.1 Consent of Mortenson & Associates
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
(b) 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; and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
Provided, however, that paragraphs (1)(a) and (1)(b)
do not apply if the registration statement is on Form
S-3 or Form S-8 and the information required to be
included in a post-effective amendment by this
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.
(4) 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 and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
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.
(5) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Item 310(b)
of Registration S-B is not set forth in the prospectus, to
deliver, or cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to
each employee to whom the prospectus is sent or given, a
copy of the registrant's annual report to stockholders for its
last fiscal year, unless such employee otherwise has received
a copy of such report, in which case the registration shall
state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the
employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual
report of the registrant for the preceding fiscal year may be
so delivered, but within such 120-day period the annual
report for the last fiscal year will be furnished to each such
employee.
(7) To transmit or cause to be transmitted to all employees
participating in the Plans who do not otherwise receive such
material as stockholders of the registrant, at the time and in
the manner such material is sent to its stockholders, copies of
all reports, proxy statements and other communications
distributed to its stockholders generally.
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 Bala Cynwyd,
Pennsylvania June 24, 1996.
HOLLY PRODUCTS, INC.
/s/ William H. Patrowicz
William H. Patrowicz,
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signatures
Date
/s/ Larry Berman
June 24, 1996
Larry Berman
Chairman, Chief Executive Officer,
Secretary and Director
/s/ Cary B. Berman
June 24, 1996
Cary B. Berman
Vice President - Retail Sales
and Director
/s/ William H. Patrowicz
June 24, 1996
William H. Patrowicz
President , Chief Operating Officer,
Treasurer (Principal Financial and
Accounting Officer) and Director
/s/ Harold Goldstein
June 24, 1996
Harold Goldstein, Director
SOMMER & SCHNEIDER LLP
600 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
______
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
June 24, 1996
Combined Opinion and Consent
Holly Products, Inc.
200 Monument Road, Suite 10
Bala Cynwyd, PA 19004
Re: Holly Products, Inc.
Gentlemen:
We have acted as counsel to Holly Products, Inc., a New
Jersey corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 as amended
(the "Act") of the Company's Registration Statement on Form S-8,
filed contemporaneously with the Commission relating to the
registration under the Act of 1,300,000 shares (the "Shares") of the
Company's Common Stock, no par value (the "Common Stock").
In rendering this opinion, we have reviewed the Registration
Statement on Form S-8, as well as a copy of the Certificate of
Incorporation of the Company, as amended, and the By-Laws of the
Company. We have also reviewed such statutes and judicial
precedents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, the conformity with, the original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies.
Based on the foregoing and in reliance thereon, and subject
to the qualifications and limitations set forth herein, we are of the
opinion that:
(1) The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of New
Jersey;
(2) The Shares when issued in connection with the oral service
agreement, will be legally issued, fully paid and non-
assessable.
This opinion is limited to the General Corporation Law and
the Constitution of the State of New Jersey and we express no
opinion with respect to the laws of any other jurisdiction. We
consent to your filing this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement on Form S-
8. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
Very truly yours,
Joel C. Schneider
JCS/md
CONSENT OF INDEPENDENT AUDITORS
Holly Products, Inc.
Bala Cynwyd, Pennsylvania
We have issued our report dated June 26, 1995,
relating to the financial statements of Holly Products, Inc. for the
year ended March 31, 1995, appearing in the Company's Annual
Report on Form 10-KSB, and our report dated May 18, 1994,
relating to the Company's financial statements for the year ended
March 31, 1994, accompanying the Company's Prospectus filed
pursuant to Rule 424(b) on May 22, 1995 as part of Registration No.
33-88750. Such reports have been incorporated by reference in this
Registration Statement. We consent to the incorporation by
reference in this Registration Statement on Form S-8 of the
aforementioned reports and to the use of our name as it appears
under the caption "Experts."
MORTENSON AND ASSOCIATES, P.C.
Certified Public Accountants
Cranford, New Jersey
June 24, 1996
