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As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SIGMATRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3918470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2201 LANDMEIER ROAD, ELK GROVE VILLAGE, IL 60007
(Address of Principal Executive Offices) (Zip Code)
2000 DIRECTORS' STOCK OPTION PLAN
2000 EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
MR. GARY R. FAIRHEAD
SIGMATRON INTERNATIONAL, INC.
2201 LANDMEIER ROAD
ELK GROVE VILLAGE, IL 60007
(Name and address of agent for service)
(847) 956-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 157,500 shares (a) $1.3906 (b) $219,019.50 (c) $58.00 (d)
Common Stock,
$.01 par value 60,000 shares (a) $2.625 $157,500.00 (e) $42.00 (d)
Common Stock,
$.01 par value 342,500 shares (f) $1.3906 (b) $476,280.50 (c) $126.00 (d)
Total Registration Fee: $226.00
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</TABLE>
(a) Represents the maximum number of shares which could be purchased upon
exercise of all options granted under the provisions of the 2000
Directors' Stock Option Plan.
(b) The Option Price of each Option granted under both the 2000 Directors'
Stock Option Plan and the 2000 Employee Stock Option Plan shall be 100%
of the fair market value of the underlying shares on the applicable
date of grant.
(c) Estimated solely for purposes of calculating the registration fee and
based on the average high and low prices of the Company's Common Stock
on December 13, 2000 as reported in the Nasdaq National Market System
pursuant to Rule 457(c).
(d) Registration Fee computed pursuant to Rule 457(h)(1).
(e) Represents the aggregate offering price for the options granted on
September 25, 2000.
(f) Represents the maximum number of shares which could be purchased upon
exercise of all options granted under the provisions of the 2000
Employee Stock Option Plan.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement, and all documents subsequently filed
by the Company 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 which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the date of
filing of such documents:
(a) The Company's annual report on Form 10-K for the year ended April
30, 2000.
(b) The Company's quarterly report on Form 10-Q for the quarter ended
July 31, 2000.
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(c) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A declared effective on January
21, 1994, File No. 0-23248, including any amendment or report
filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be
passed upon by D'Ancona & Pflaum LLC, Chicago, Illinois. Mr. Arthur Don, a
member of D'Ancona & Pflaum LLC, beneficially owns 400 shares of the
registrant's Common Stock. Other members of D'Ancona & Pflaum LLC beneficially
own additional shares of the registrant's Common Stock, which ownership is not
material.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporate Law authorizes a
corporation to indemnify its directors and officers (including reimbursement for
expenses incurred). The Company's Bylaws provide for indemnification to the
fullest extent permitted by the Delaware statute.
The Company maintains a directors' and officers' liability insurance
policy that, subject to the terms and conditions of the policy, insures the
directors and officers of the registrant against losses up to $5,000,000 in the
aggregate arising from any wrongful acts (as defined in the policy) in his or
her capacity as a director or officer. The policy reimburses the Company for
amounts which the Company lawfully indemnifies or is required or permitted by
law to indemnify its directors and officers in excess of $100,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company, filed as Exhibit 3.1
to the Company's Registration Statement on Form S-1, File No.
33-72100 dated February 9, 1994, and hereby incorporated by
reference.
4.2 Restated and Amended Bylaws of the Company, filed as Exhibit 3.2
to the Company's annual report on Form 10-K for the year ended
April 30, 2000, File No. 0-23248, and hereby incorporated by
reference.
4.3 SigmaTron International, Inc. 2000 Directors' Stock Option Plan.
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4.4 SigmaTron International, Inc. 2000 Employee Stock Option Plan.
5.1 Opinion of D'Ancona & Pflaum LLC.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of D'Ancona & Pflaum LLC (included in Exhibit 5.1).
24.1 Powers of Attorney (included herein on the signature page).
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:
(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 to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and 1(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3
and 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.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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
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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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, 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 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 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 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 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.
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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
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 Elk Grove Village, State of Illinois, on the 5th day
of December, 2000.
SIGMATRON INTERNATIONAL, INC.
(Company)
By: /s/ Gary R. Fairhead
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Gary R. Fairhead, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of SigmaTron International, Inc., a Delaware corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended,
hereby constitute and appoint Gary R. Fairhead their true and lawful
attorney-in-fact and agent, with full power and substitution and
re-substitution, for them and in their name, place and stead, in any and all
capacities, to sign any or all amendments to the Registration Statement, and all
other documents in connection therewith to be filed with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all interests and
purposes as each of them might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitutes, 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 and on the dates indicated.
Signature Title Date
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/s/ Franklin D. Sove Chairman of the Board and December 5, 2000
------------------------ Director
Franklin D. Sove
/s/ Gary R. Fairhead President, Chief Executive December 5, 2000
------------------------ Officer and Director
Gary R. Fairhead (Principal Executive Officer)
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/s/ Linda K. Blake Chief Financial Officer, December 5, 2000
------------------------ Treasurer and Secretary
Linda K. Blake (Principal Financial Officer
and Principal Accounting
Officer)
/s/ John P. Chen Director December 5, 2000
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John P. Chen
/s/ William C. Mitchell Director December 5, 2000
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William C. Mitchell
/s/ D. S. Patel Director December 5, 2000
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D. S. Patel
/s/ Thomas W. Rieck Director December 5, 2000
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Thomas W. Rieck
/s/ Dilip S. Vyas Director December 5, 2000
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Dilip S. Vyas
/s/ Steven A. Rothstein Director December 5, 2000
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Steven A. Rothstein
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