Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Deflecta-Shield Corporation
(Exact name of registrant as specified in its charter)
Delaware 42-1411117
(State of incorporation) (I.R.S. Employer
Identification No.)
1800 N. Ninth Street
Indianola, Iowa 50125
(Address of Principal Executive Offices) (Zip Code)
Deflecta-Shield Corporation Stock Program
(Full title of the plan)
Russell E. Stubbings
President and Chief Executive Officer
Deflecta-Shield Corporation
1800 N. Ninth Street
Indianola, Iowa 50125
(Name and address of agent for service)
(515) 961-6100
(Telephone number, including area code, of agent for service)
Copies to:
John E. Lowe, Esq.
Altheimer & Gray
10 South Wacker Drive
Suite 4000
Chicago, Illinois 60606
(312) 715-4000
Calculation of Registration Fee
Title of securities Amount to be Proposed maximum
to be registered registered offering price
per share (1)
Common Stock, 250,000 $5.8125
$.01 par value Shares
Calculation of Registration Fee
Proposed maximum Amount of
aggregate registration
offering price (1) fee (1)
$1,453,125.00 $502.00
(1) Estimated solely for purposes of calculating registration
fee based upon the average high and low prices reported for
such shares on the NASDAQ National Market System on June 5,
1996 pursuant to Rule 457(h).
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DEFLECTA-SHIELD STOCK PROGRAM
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed
by Deflecta-Shield Corporation ("Company") with the
Securities and Exchange Commission ("Commission"), is
specifically incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K filed
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended
("Exchange Act") which contains financial
statements of the Company for its fiscal year
ended December 31, 1995;
(2) All other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1995; and
(3) The description of common stock which is
contained in the Company's Registration
Statement on Form 8-A (File No. 0-23238) under
the Exchange Act, declared effective January
21, 1994, including any amendment or report
filed for purposes of updating such description.
All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof, and prior to the filing of a post-
effective amendment, which indicates that all securities
offered hereby have been sold, or which 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 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 other subsequently
filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes
such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as
so modified or superseded.
Item 4. Description of Company's Common Stock
The Company's common stock is registered under
Section 12 of the Exchange Act.
Item 6. Indemnification of Directors and Officers
Section 145 of Delaware General Corporation Law
("Section 145") empowers a Delaware corporation to
indemnify its officers, directors, employees and certain
other persons to the extent and under the circumstances
set forth therein.
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Article TENTH of the Certificate of Incorporation of
the Company provides for indemnification of officers,
directors, employees and certain other persons against
liabilities and expenses incurred by any of them in
certain stated proceedings and under certain stated
conditions.
The Company intends to maintain insurance for the
benefit of its directors and officers insuring such
persons against certain liabilities, including
liabilities under the securities laws.
Item 8. Exhibits
Exhibit
Number Description
*4.(a) Certificate of Incorporation
of the Company.
*4.(b) By-Laws of the Company.
5. Opinion of Counsel.
15. Not applicable.
23. Consents of Experts and
Counsel.
(a) Consent of Price
Waterhouse LLP.
(b) The consent of Altheimer
& Gray is included in
that firm's opinion filed
as Exhibit 5 hereto.
24. Not applicable.
28. Not applicable.
99. Not applicable.
* Filed as an exhibit to the Company's Registration
Statement, Reg. No. 33-71410, declared effective by the
Commission on January 21, 1994.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made of the securities offered
herein, a post-effective amendment to this
Registration Statement and 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
set forth 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
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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.
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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of
the 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.
The undersigned registrant hereby undertakes 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 Exchange Act; and, where interim
financial information required to be presented by Article
3 of Regulation S-X are 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.
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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
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.
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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
Indianola, State of Iowa, on the 6th day of
June, 1996.
DEFLECTA-SHIELD CORPORATION
By: /s/ Russell E. Stubbings
--------------------------
Russell E. Stubbings
President and Chief
Executive Officer
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
June 6, 1996.
Signature Title
/s/ Russell E. Stubbings
--------------------------- President, Chief Executive
Russell E. Stubbings Officer (Principal Executive
Officer) and Director
/s/ Lowell A. Swarthout
--------------------------- Chief Financial Officer,
Lowell A. Swarthout Secretary and Treasurer
(Principal Financial and
Accounting Officer)
/s/ William V. Glastris, Jr.
--------------------------- Director
William V. Glastris, Jr.
/s/ Ronald C. Katz
--------------------------- Director
Ronald C. Katz
/s/ Mark C. Mamolen
--------------------------- Director
Mark C. Mamolen
/s/ Douglas T. Mergenthaler
--------------------------- Director
Douglas T. Mergenthaler
/s/ Charles S. Meyer
--------------------------- Director
Charles S. Meyer
/s/ Leon E. Vinyard
--------------------------- Director
Leon E. Vinyard
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INDEX TO EXHIBITS
Exhibit
Number Description Page
*4.(a) Certificate of Incorporation of
the Company.
*4.(b) By-Laws of the Company.
5. Opinion of Counsel 1
15. Not applicable.
23. Consents of Experts and Counsel.
(a) Consent of Price Waterhouse LLP 2
(b) The consent of Altheimer &
Gray is included in that firm's
opinion filed as Exhibit 5
hereto.
24. Not applicable.
28. Not applicable.
99. Not applicable.
* Filed as an exhibit to the Company's Registration
Statement on Form S-1, Reg. No. 33-71410, declared
effective by the Commission on January 21, 1994.
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EXHIBIT 5
June 6, 1996
Deflecta-Shield Corporation
1800 N. Ninth Street
Indianola, Iowa 50125
Re: Deflecta-Shield Corporation
Registration Statement on Form S-8
(the "Registration Statement")
Gentlemen:
We have served as counsel to Deflecta-Shield
Corporation, a Delaware corporation (the "Company"), in
connection with the above-referenced Registration
Statement. We have examined the Certificate of
Incorporation of the Company, its By-laws, minutes of
meetings of stockholders and directors and such other
records and documents as we consider necessary for the
purpose of rendering this opinion.
Based on the foregoing, it is our opinion that the
250,000 shares covered by the Registration Statement to
be awarded or sold by the Company, when issued and
delivered by the Company in accordance with the terms of
the Deflecta-Shield Stock Program, will be validly
issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving this
consent, we do not agree that we come within the category
of persons whose consent is required by the Securities
Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ Altheimer & Gray
ALTHEIMER & GRAY
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Registration Statement on Form S-8 of our report
dated February 16, 1996 appearing on page F-1 of
Deflecta-Shield Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995. We also consent
to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page F-17
of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
June 4, 1996.
