<PAGE> 1
As filed with the Securities and Exchange Commission on July 29, 1997
Reg. No. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ELTRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4302537
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 MORELAND ROAD
SIMI VALLEY, CALIFORNIA 93065
(Address of principal executive offices) (Zip Code)
-----------------
1996 STOCK OPTION PLAN
(Full title of the plan)
-----------------
DANIEL C. TOOMEY, JR.
ELTRON INTERNATIONAL, INC.
41 MORELAND ROAD
SIMI VALLEY, CALIFORNIA 93605
(Name and address of agent for service)
(805) 579-1800
(Telephone number, including area code, of agent for service)
Copy to:
YVONNE E. CHESTER, ESQ.
TROY & GOULD PROFESSIONAL CORPORATION
1801 CENTURY PARK EAST, SUITE 1600
LOS ANGELES, CALIFORNIA 90067
(310) 553-4441
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Amount To Be Offering Price Aggregate Offering Amount of
Title of Securities To Be Registered Registered(1) Per Share Price(1) Registration Fee(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock no par value.............. 500,000 $31.00 $15,500,000 $4,697
=====================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) and 457(c) solely for the purpose of
computing the registration fee, based on the average of the high and low of
the Registrant's Common Stock as reported on The Nasdaq National Market on
July 25, 1997.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Items 1 and 2 of 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.
<PAGE> 3
EXPLANATORY NOTE
The Prospectus filed as part of this Registration Statement has been
prepared in accordance with the requirements of Part I of Form S-3 and may be
used for reofferings of Common Stock of Eltron International, Inc. acquired by
the persons named therein pursuant to the 1996 Stock Option Plan of Eltron
International, Inc.
<PAGE> 4
PROSPECTUS
500,000 SHARES
ELTRON INTERNATIONAL, INC.
COMMON STOCK
---------------
This Prospectus relates to the offer by certain shareholders (collectively,
the "Selling Shareholders") for sale from time to time of up to 500,000 shares
of Common Stock, no par value (the "Shares"). The Shares offered hereby are
shares of Common Stock to be issued to officers, employees, directors and
consultants of Eltron International, Inc. (the "Company") upon the exercise of
employee stock options granted pursuant to the Company's 1996 Stock Option Plan
(the "Plan"). The Company's Common Stock is traded on The Nasdaq National Market
under the Symbol "ELTN." The last sale price for the Common Stock on July 25,
1997, as reported on the Nasdaq National Market, was $31.375 per share.
The Selling Shareholders have advised the Company that they may sell,
directly or through brokers, all or a portion of the Shares owned by each of
them in negotiated transactions or in transactions on The Nasdaq National Market
or otherwise at prices and terms prevailing at the time of sale. It is
anticipated that usual and customary brokerage fees will be paid by the Selling
Shareholders. In connection with such sales, the Selling Shareholders and any
participating broker or dealer may be deemed to be "underwriters" of the Shares
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").
The Company has informed the Selling Shareholders that the anti-manipulation
provisions of Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934
(the "Exchange Act") may apply to their sales of the Shares. The Company also
has advised the Selling Shareholders of the requirements for delivery of this
Prospectus in connection with any sale of the Shares.
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 29, 1997.
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy or information statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following regional
offices: 7 World Trade Center, New York, New York 10048, and Northwestern Atrium
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials also can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Commission maintains a web site at http://www.sec.gov
which contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the Commission. The
Securities are traded on The Nasdaq National Market and the Company's reports,
proxy or information statements, and other information filed with Nasdaq may be
inspected at Nasdaq's offices at 1735 K Street, N.W., Washington, D.C., 20006.
Additional information regarding the Company and the Common Stock offered
hereby is contained in the Registration Statement on Form S-8 of which this
Prospectus is a part (including all exhibits and amendments thereto, the
"Registration Statement"), filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). For further information pertaining to
the Company and the Common Stock, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected and copied at the
Commission's public reference facilities at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (Commission File No. 0-23342)
with the Commission under the Exchange Act are incorporated in this Prospectus
by reference: (a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996; (b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; (c) all other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of fiscal 1996; and (d) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (Reg. No. 0-23342) under the Exchange Act,
including any amendment or report subsequently filed by the Company for the
purpose of updating that description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part of this Prospectus from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
On request, the Company will provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is delivered a copy of
any or all of the documents incorporated by reference (other than exhibits to
such documents that are not specifically incorporated by reference in such
documents). Requests for such copies should be directed to Eltron International,
Inc., 41 Moreland Road, Simi Valley, California 93605, Attention: Daniel C.
Toomey, Jr., telephone number (805) 579-1800.
2.
<PAGE> 6
PROSPECTUS SUMMARY
The following information is qualified in its entirety by the more detailed
information, including "Risk Factors" and the Company's Consolidated Financial
Statements and Notes thereto incorporated by reference herein. Except as
otherwise noted, all share and per share data in this Prospectus have been
adjusted to reflect a 1.5-for-1 forward stock split of the Company's Common
Stock effected in October 1993, a 1-for-.9640288 reverse stock split effected in
January 1994, and a 2-for-1 forward stock split effect in May 1995. Unless
otherwise indicated, the information contained in this Prospectus assumes that
outstanding warrants, and options outstanding under the Company's Plans, are not
exercised.
THE COMPANY
Eltron was incorporated in California on January 9, 1991 and its principal
executive offices are located at 41 Moreland Road, Simi Valley, California
93605. The Company's telephone number is (805) 579-1800. Unless the context
otherwise requires, the term "Company" or "Eltron" refers to Eltron
International, Inc. and its subsidiaries.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered hereby................................... 500,000 shares
Common Stock outstanding after giving effect to the
offering...................................................... 7,570,723 shares(1)
Use of proceeds .............................................. All of the proceeds from the
sale of the Common Stock
offered hereby will be
received by the Selling
Shareholders. The Company will
not receive any of the
proceeds from this offering
but will bear estimated
expenses of approximately
$12,000.
Nasdaq National Market Symbol................................. ELTN
</TABLE>
- ----------------
(1) Assuming exercise of all options issued or issuable to the Selling
Shareholders under the Plan, and based upon the total number of outstanding
shares of Common Stock on July 25, 1997.
3.
<PAGE> 7
RISK FACTORS
In addition to the other information in this Prospectus and
incorporated herein by reference, the following risk factors should be
considered carefully in evaluating the Company and its business before
purchasing the Shares offered by this Prospectus. An investment in the Shares
offered hereby is speculative in nature and involves a high degree of risk.
DEPENDENCE ON SIGNIFICANT CUSTOMER
For the years ended December 31, 1994, 1995, 1996, and the six months
ended June 30, 1997, UPS or its designated marketing partners, accounted for
approximately $7.9 million, $20.8 million, $27 million, and $14.7 million,
respectively, of the Company's sales. There is no obligation on the part of UPS
to place any further orders with the Company. The Company's financial position,
results of operations and cash flows are substantially dependent on sales to
UPS, the loss or reduction of which would have a material adverse effect on the
Company's results of operations and adversely affect the market price of the
Company's common stock. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations."
ABILITY TO SUSTAIN GROWTH RATE
In 1994, 1995, 1996, and the six monnths ended June 30, 1997, the
Company achieved annual sales growth of 63%, 88%, 61% and 21%, respectively. In
the opinion of management, these growth percentages can primarily be attributed
to initial market penetration by the Company. Management believes that as the
Company further penetrates its target markets and matures, it may not be able to
sustain its historic growth rate. Shareholders and investors should not rely on
the continuation of the Company's historic growth rate in making their
investment decisions.
MANAGEMENT OF RAPIDLY CHANGING BUSINESS, ACQUISITIONS
The Company has experienced recent rapid growth and is subject to the
risks inherent in the rapid expansion and growth of a business enterprise. This
significant growth has placed and, if sustained, will continue to place, a
substantial strain on the operational, administrative and financial resources of
the Company and has resulted in an increase in the level of responsibility for
the Company's existing and new management personnel. To manage its growth
effectively, the Company will be required to continue to implement and improve
its operating and financial systems and to expand, train and manage its employee
base. There can be no assurance that the management skills and systems currently
in place will be adequate if Eltron continues to grow.
During 1995 and 1996, the Company completed two acquisitions and a
merger. Eltron's management has only limited experience with acquisitions or
mergers, which involve numerous risks, including difficulties in the
assimilation of acquired operations and products, the diversion of management's
attention from other business concerns and the potential loss of key employees,
suppliers, and customers of the acquired companies.
MANAGEMENT OF INVENTORY
The Company's market requires that its products be shipped very quickly
after an order is received. Since purchased component and manufacturing lead
times are typically much longer than the short order fulfillment time for the
Company's products, the Company is required to keep adequate inventories of both
components and finished goods, and must accurately forecast demand for its many
products. Inaccurate forecasts of customer demand, restricted availability of
purchased components, supplier quality control problems, production equipment
problems, cargo carrier strikes or damage to products during manufacture could
result in a buildup of excess components or finished goods on the one hand and
an inability to deliver product on a timely basis on the other hand, either of
which could have a material adverse effect on the Company's financial position,
results of operations and cash flows.
4.
<PAGE> 8
COMPETITION
Competition in the bar code printer market is intense and is expected
by the Company to increase. The Company competes with a number of companies,
many of which have greater financial, technical and marketing resources than the
Company.
The Company believes its ability to compete successfully depends on a
number of factors both within and outside its control, including product
pricing, quality and performance; success in developing new products; adequate
manufacturing capacity and supply of components and materials; efficiency of
manufacturing operations; effectiveness of sales and marketing resources and
strategies; strategic relationships with other suppliers; timing of new product
introductions by the Company and its competitors; general market and economic
conditions; and government actions worldwide.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
The Company's sales outside of the United States totaled approximately
$8 million, $12 million, $30 million and $15 million in 1994, 1995, 1996, and
the six months ended June 30, 1997, respectively. The Company expects that
international sales will continue to represent a significant portion of its
revenues. International sales are subject to inherent risks, including
fluctuations in local economies, difficulties in staffing and managing foreign
operations, fluctuating exchange rates, increased difficulty of inventory
management, greater difficulty in accounts receivable collection, costs and
risks associated with localizing products for foreign countries, unexpected
changes in regulatory requirements, tariffs and other trade barriers, and
burdens of complying with a variety of foreign laws. There can be no assurance
that these factors will not have a material adverse impact on the Company's
ability to increase or maintain its international sales or on its financial
position, results of operations and cash flows. A substantial portion of the
value of the components used in the manufacture of the Company's products is
represented by components purchased from entities based in Japan. Fluctuations
in the exchange rate between the U.S. dollar and Japanese yen could result in an
increase in the cost of these components. The Company has not entered into any
currency hedging transactions to date, however, in the future, the Company may
seek to hedge certain transactions.
DEVELOPMENT OF MARKETS AND ACCEPTANCE OF PRODUCTS; GROWTH OF BAR CODE MARKET
The Company's continued growth will depend on the Company's ability to
improve and market its existing products and to develop and successfully market
new products. However, the Company's near-term financial results will depend in
part upon increasing market acceptance of, and the Company's ability to expand
the market share for, its products. There can be no assurance that any new
products the Company may introduce will gain market acceptance.
The markets for the Company's products are characterized by a high
degree of competition, rapidly changing technology, frequent new product
introductions and price erosion. Accordingly, the Company believes its future
prospects depend on its ability not only to enhance and successfully market its
existing products, but also to develop and introduce new products in a timely
fashion that achieve market acceptance. There can be no assurance that the
Company will be able to identify, design, develop, market or support such
products successfully or that the Company will be able to respond effectively to
technological changes or product announcements by competitors. Delays in new
product introductions or product enhancements, or the introduction of
unsuccessful products, could have a material adverse effect on the Company's
financial position, results of operations and cash flows.
The Company's current products are primarily used in the bar code
market, which began in the 1960s and since then has experienced substantial
growth, particularly since 1989. To the extent the bar code market does not
continue to grow or experiences a significant economic downturn, the Company's
ability to generate revenues could be materially adversely affected. Moreover,
even if the size of the bar code market does increase, there can be no assurance
that the demand for the Company's products will also increase.
5.
<PAGE> 9
RELIANCE ON CERTAIN SUPPLIERS
The Company purchases numerous parts, supplies and other components
from various suppliers, which the Company assembles into its products. Although
there are at least two sources for many of such parts, supplies and components,
the Company currently relies on a single source of supply, Mitsubishi
Electronics, for the main microprocessor used to control its printers, and is
heavily dependent on Rohm Co., Ltd. and Kyocera Industrial Ceramics CP, its
primary supply sources for print heads, and NMB Technologies, Inc., its primary
supply source for motors. As such, the Company is vulnerable to limits in supply
and pricing and product changes by these suppliers. Although management believes
that such changes could be accommodated by the Company, they may necessitate
changes in the Company's product design or manufacturing methods, and the
Company could experience temporary delays or interruptions in supply while such
changes are incorporated. Further, because the order time for microprocessors,
print heads and motors averages four months, the Company could also experience
delays or interruptions in supply in the event the Company is required to find a
new supplier for any of these components. Any future disruptions in supply of
suitable parts and components from the Company's principal suppliers could have
a material adverse effect on the Company's financial position, results of
operations and cash flows.
No back-up tooling exists for many of the Company's molded plastic
components. Should a mold break or become unusable, repair or replacement could
take several months. The Company does not always maintain sufficient inventory
to allow it to fill customer orders without interruption during the time that
would be required to obtain an adequate supply of molded plastic products.
Accordingly, an extended interruption in the supply of any such components could
adversely affect the Company's financial position, results of operations and
cash flows.
FLUCTUATIONS IN QUARTERLY RESULTS; POSSIBLE VOLATILITY OF STOCK PRICE
Factors such as announcements by the Company of quarterly variations in
its financial results could cause the market price of the Common Stock of the
Company to fluctuate significantly. The Company's quarterly operating results
may fluctuate significantly in the future due to a number of factors, including
timing of new product introductions by the Company and its competitors, changes
in the mix of products sold; availability and pricing of components from third
parties; timing of orders; level and pricing of international sales; foreign
currency exchange rates; difficulty in maintaining margins; changes in pricing
policies by the Company, its competitors or suppliers, technological change; and
economic conditions generally. Accordingly, the Company could experience an
inability to ship products as rapidly following receipt of an order as it has
been able to do in the past, which could have a material adverse effect on the
Company's operating results for a particular quarter.
The results of operations in previous quarters have been partially
dependent on large orders, which may not recur in the future. Should the Company
fail to obtain new significant orders, this would have a material adverse effect
on the Company's results of operations and stock price.
In recent years, the stock markets in general, and the share prices of
technology companies in particular, have experienced extreme fluctuations. These
broad market and industry fluctuations may adversely affect the market price of
the Common Stock. There can be no assurance that the market price of the Common
Stock will be higher than the price paid by purchasers in this offering. In
addition, failure to meet or exceed analysts' reports may result in significant
price and volume fluctuations in the Common Stock.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent upon its executive officers and certain key
employees, the loss of any one of whom could have a material adverse effect on
the Company. The Company maintains key-man life insurance in the amount of
$1,000,000 on the life of Donald K. Skinner, the Company's Chief Executive
Officer and Chairman of the Board of Directors. There can be no assurance that
the proceeds from this policy will be sufficient to compensate the Company in
the event of Mr. Skinner's death, and this policy does not cover the Company in
the event that Mr. Skinner becomes disabled or is otherwise unable to render
services to the Company. The continued success of the Company is also dependent
upon its ability to attract and retain highly qualified personnel. There can be
no assurance that the Company will be able to recruit and retain such personnel.
6.
<PAGE> 10
PATENTS, INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The Company regards portions of the hardware designs and operating
software incorporated into its products as proprietary and attempts to protect
them with a combination of patents, copyright, trademark and trade secret laws,
employee and third-party nondisclosure agreements and similar means. The Company
has no patents pertaining to certain of its current products, and it may be
possible for unauthorized third parties to copy certain portions of such
products or to reverse engineer or otherwise obtain and use, to the Company's
detriment, information that the Company regards as proprietary. While the
Company does own certain patents relating to products manufactured by its RJS,
Inc. subsidiary, there can be no assurance that such patents are broad enough to
protect against the use of similar technologies by the Company's competitors.
There can be no assurance, therefore, that any of the Company's competitors,
some of whom have greater resources than the Company, will not independently
develop technologies that are substantially equivalent or superior to the
Company's technology. Moreover, the laws of some foreign countries do not afford
the same protection to the Company's proprietary rights as do the laws of the
United States. There can be no assurance that legal protections relied upon by
the Company to protect its proprietary position will be adequate.
ANTI-TAKEOVER EFFECTS OF UNISSUED PREFERRED STOCK
The Company's Board of Directors has the authority to issue up to
10,000,000 shares of Preferred Stock and to determine the price, rights,
preferences and privileges of those shares without any further vote or action by
the shareholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any shares of
Preferred Stock that may be issued in the future. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. The Company has no present plans to issue shares of
Preferred Stock.
7.
<PAGE> 11
SELLING SHAREHOLDERS
The following table lists the Selling Shareholders, the number of
shares of Common Stock held by each such Selling Shareholder as of July 27,
1997, the number of shares included in the offering and the number of shares of
Common Stock held by each such Selling Shareholder after the offering. The
shares included in the Prospectus were issued or are issuable to the Selling
Shareholders in connection with their exercise of options pursuant to the Plan.
Each Selling Shareholder has advised the Company that such Selling Shareholder
intends to offer for sale all of the Shares listed below under the heading
"Number of Shares Being Offered."
The remaining Selling Shareholders are not currently known by the
Company, but will be current or future executive officers or directors of the
Company who may, in the future, be granted stock options under the Plan.
<TABLE>
<CAPTION>
Ownership Ownership
Prior to Registration After Offering(1)
--------------------- Number -----------------
Number of Shares Number
Beneficial Owner Position of Shares Percent Being Offered of Shares Percent
- ---------------- -------- --------- ------- ------------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Donald K. Skinner Chief Executive Officer, 728,258(2) 9.8% 60,000 668,258 9.0
Chairman of the Board
Robert G. Bartizal Director 51,000(3) * 5,000 46,000 *
George L. Bragg Director 35,000(4) * 5,000 30,000 *
Hugh Gagnier President, Chief Operating 97,500(5) 1.3% 30,000 67,500 *
Officer, Director
William R. Hoover Director 40,000(6) * 25,000 15,000 *
Patrice Foliard Executive Vice President 43,500(7) * 43,500 0 *
Daniel C. Toomey, Jr. Vice President Finance, Chief 88,632(8) 1.2% 14,396 74,236 1.0
Financial Officer
Remaining Selling 317,104
Shareholders
</TABLE>
- -----------------
* Less than 1%
(1) The table assumes that the Selling Shareholders will dispose of all of the
Company's Common Stock owned by them.
(2) Includes 60,000 shares which are not outstanding but subject to options,
none of which are currently exercisable.
(3) Includes 25,000 shares which are not outstanding but subject to options,
21,667 of which are currently exercisable.
(4) Includes 35,000 shares which are not outstanding but subject to options,
21,668 of which are currently exercisable.
(5) All such shares are not outstanding but subject to options, 25,000 of which
are currently exercisable.
(6) Includes 25,000 shares which are not outstanding but subject to options,
10,000 of which are currently exercisable. 15,000 shares are held in a
revocable trust for the benefit of Mr. Hoover's children.
(7) All such shares are not outstanding but subject to options, none of which
are currently exercisable.
(8) Includes 25,000 shares which are not outstanding but subject to options,
none of which are currently exercisable.
8.
<PAGE> 12
PLAN OF DISTRIBUTION
The Selling Shareholders may sell, directly or through brokers, the
Shares offered hereby in negotiated transactions or in one or more transactions
on The Nasdaq National Market at the price prevailing at the time of sale. In
connection with such sales, the Selling Shareholders and any participating
broker may be deemed to be "underwriters" of such shares within the meaning of
the Securities Act, although the offering of these securities will not be
underwritten by a broker-dealer firm. Sales in the over-the-counter market may
be made to broker-dealers making a market in the Common Stock or other
broker-dealers, and such broker-dealers, upon their resale of such securities,
may be deemed to be "selling shareholders" in this offering. The Company will
not receive any of the proceeds from the sale of the shares by the Selling
Shareholders.
The Company will bear all costs and expenses of the registration under
the Securities Act and certain state securities laws of the Shares, other than
fees of counsel (if any) for the Selling Shareholders and any discounts or
commissions payable with respect to sales of such shares.
The Company has informed the Selling Shareholders that the
anti-manipulation provisions of Rule 10b-6 and 10b-7 under the Exchange Act may
apply to their sales of the Shares offered hereby and has furnished each of the
Selling Shareholders with a copy of these rules, as well as a copy of certain
interpretations thereof by the Commission. The Company also has advised the
Selling Shareholders of the requirement for delivery of this Prospectus in
connection with any sale of such Shares.
9.
<PAGE> 13
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000
shares of Common Stock, no par value, of which 7,387,827 were issued and
outstanding as of July 25, 1997 and 10,000,000 shares of Preferred Stock, no par
value, none of which are issued and outstanding.
COMMON STOCK
The holders of Common Stock are entitled to receive dividends when and
as declared by the Board of Directors out of any funds lawfully available
therefor. Holders of Common Stock are entitled to one vote per share on all
matters on which the holders of Common Stock are entitled to vote and the
holders of Common Stock may cumulate their votes in the election of directors
upon giving notice as required by law. Cumulative voting means that in any
election of directors, each shareholder may give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of
shares held by such shareholder, or such shareholder may distribute such number
of votes among as many candidates as the shareholder sees fit. There are no
preemptive rights associated with any of the shares of Common Stock. In the
event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share equally and ratably in the assets of the
Company, if any, remaining after the payment of all debt and liabilities of the
Company and the liquidation preference of any outstanding class or series of
Preferred Stock. The outstanding shares of Common Stock are, and the shares of
Common Stock offered hereby when issued will be, fully paid and nonassessable.
The rights, preferences and privileges of holders of Common Stock are subject to
any series of Preferred Stock that the Company may issue in the future.
PREFERRED STOCK
The Company is authorized to issue Preferred Stock in series to be
designated by the Board of Directors. Material provisions describing the terms
of any series of Preferred Stock that may be issued in the future, such as
dividend rate, conversion features, voting rights, redemption rights and
liquidation preferences, are determined by the Board of Directors of the Company
at the time of issuance. The right of the Board of Directors to issue "blank
series" Preferred Stock may adversely affect the rights of holders of shares of
Common Stock and also could be used by the Company as a means of resisting a
change of control of the Company. However, the Company does not presently
anticipate that it will issue any Preferred Stock.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
U.S. Stock Transfer Corporation, Glendale, California.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Amended and Restated Articles of Incorporation limit the
liability of its directors. As permitted by the California Corporations Code,
directors will not be liable to the Company for monetary damages arising from a
breach of their fiduciary duty as directors in certain circumstances. Such
limitation does not affect liability for any breach of a director's duty to the
Company or its shareholders (i) with respect to any transaction from which he
derives an improper personal benefit, (ii) with respect to acts or omissions
involving an absence of good faith or that he believes to be contrary to the
best interests of the Company or its shareholders, that involve intentional
misconduct or a knowing and culpable violation of law, that constitute an
unexcused pattern of inattention that amounts to an abdication of his duty to
the Company or its shareholders, or that show a reckless disregard for his duty
to the Company or its shareholders in circumstances in which he was or should
have been aware, in the ordinary course of performing his duties, of a risk of
serious injury to the Company or its shareholders, (iii) based on improper
transactions between the Company and its directors or another corporation with
interrelated directors or in which the director has a material financial
interest, or (iv) on improper distributions, loans or guarantees. Such
limitation of liability also does not affect the availability of equitable
remedies such as injunctive relief or rescission.
10.
<PAGE> 14
The Company's Bylaws provide that the Company shall indemnify its
directors and officers to the full extent permitted by California law, and the
Company has entered into indemnity agreements with its directors and officers
providing such indemnity.
The Company has been informed that, in the opinion of the Securities and
Exchange Commission (the "Commission"), indemnification provisions such as the
foregoing are against public policy as expressed in the Securities Act and are
therefore unenforceable with respect to claims arising under federal securities
laws.
11.
<PAGE> 15
================================================================================
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING SHAREHOLDER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN OR BY ANYONE
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
--------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Selling Shareholders....................................................... 8
Plan of Distribution....................................................... 9
Description of Capital Stock............................................... 10
</TABLE>
ELTRON INTERNATIONAL, INC.
500,000 shares of Common Stock
----------
PROSPECTUS
----------
July 29, 1997
================================================================================
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Eltron International, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(iii) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1996; and
(iv) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (Reg. No. 0-23342) under the
Exchange Act filed with the Commission on February 3, 1994, including any
amendment or report subsequently filed by the Company for the purpose of
updating that description.
In addition, any document filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of the Company's Common
Stock registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, will be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is 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 or is 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 amended, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company provide that the Company will indemnify its
officers and directors and may indemnify its other agents to the fullest extent
permitted by Section 317 of the California General Corporation Law and
applicable law. Section 317 of the California General Corporation Law makes
provision for the indemnification of officers, directors and other corporate
agents in terms sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended (the "Securities Act").
The Company's Articles of Incorporation provide for the elimination of
liability for monetary damages for breach of the directors' fiduciary duty of
care to the Company and its shareholders. These provisions do not eliminate the
directors' duty of care, in appropriate circumstances, equitable remedies such
as injunctive or other
13.
<PAGE> 17
forms of non-monetary relief will remain available under California law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Company, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law and for
any transaction from which the director derived an improper personal benefit.
The provision does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.
The Company has also entered into an indemnity agreement with each of
its officers and directors, the form of which is incorporated by reference
herein from Exhibit 10.1 to the Company's Registration Statement on Form SB-2
filed on November 26, 1993 (Commission File No. 33-91480). Pursuant to the
agreements, the Company will indemnify the officers and directors of the Company
against certain liabilities if it is determined that the officer or director
acted in good faith and in a manner reasonably believed to be in the best
interests of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits included herewith or incorporated herein by
reference are made part of this Registration Statement:
<TABLE>
<S> <C>
4.1 Specimen Common Stock certificate (filed with the Commission on
February 8, 1994 as Exhibit 4.1 to Amendment No. 2 to the
Company's Registration Statement on Form SB-2 (Reg. No. 33-
72200-LA) and incorporated herein by reference).
4.2 Eltron International, Inc. 1996 Stock Option Plan (filed with
the Commission as Appendix A to the Company's 1996 Proxy
Statement dated September 6, 1996).
5.1 Opinion of Troy & Gould Professional Corporation regarding the
legality of the securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Troy & Gould Professional Corporation (contained in
Exhibit 5.1).
24.1 Power of Attorney (contained in Part II).
</TABLE>
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. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the Act of
Section 210.3-19 of this chapter if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission 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 Form F-3; and
14.
<PAGE> 18
(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 this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 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
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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
15.
<PAGE> 19
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 Simi Valley, State of California, on July 29, 1997.
ELTRON INTERNATIONAL, INC.
By: /s/ Donald Skinner
-----------------------------------
Donald Skinner,
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald Skinner, Daniel C. Toomey, Jr. and
Hugh Gagnier, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or 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 below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald Skinner Chairman of the Board and Chief July 29, 1997
- ----------------------------- Executive Officer (Principal
Donald Skinner Executive Officer)
/s/ Hugh Gagnier
- ----------------------------- President, Chief Operating Officer July 29, 1997
Hugh Gagnier and Director
/s/ Daniel C. Toomey, Jr. Vice President Finance, Chief July 29, 1997
- ----------------------------- Financial Officer (Principal
Daniel C. Toomey, Jr. Financial and Accounting Officer)
and Secretary
/s/ Robert S. Bartizal
- ----------------------------- Director July 29, 1997
Robert S. Bartizal
/s/ George L. Bragg
- ----------------------------- Director July 29, 1997
George L. Bragg
/s/ William R. Hoover
- ----------------------------- Director July 29, 1997
William R. Hoover
</TABLE>
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Page
- -------------- ----
<S> <C> <C>
5 Opinion of Troy & Gould Professional Corporation.
23.1 Consent of Coopers & Lybrand L.L.P.
</TABLE>
<PAGE> 1
EXHIBIT 5
July 29, 1997
ELT 1.3
Eltron International, Inc.
41 Moreland Road
Simi Valley, CA 93065
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") of Eltron International, Inc. (the
"Company"), and the exhibits filed in connection therewith, which you have filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of up to
500,000 shares of the Company's Common Stock ("Common Stock") issuable under the
Company's 1996 Stock Option Plan (the "Plan").
For purposes of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
the Plan and of such documents, corporate records and other instruments relating
to the adoption and implementation of the Plan as we have deemed necessary. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified, photostatic or
conformed copies, and the authenticity of originals of all such latter
documents. We have also assumed the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
We have relied upon certificates of public officials and certificates of
officers of the Company for the accuracy of material factual matters contained
therein which were not independently established.
<PAGE> 2
Eltron International, Inc.
July 29, 1997
Page Two
Based on the foregoing examination, we are of the opinion that the
shares of Common Stock issuable upon exercise of stock options granted pursuant
to the Plan are duly authorized and, when issued and paid for in accordance with
the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of our name in the Prospectus and the
Registration Statement, and to the filing of this opinion as an exhibit to the
Registration Statement. By giving you this opinion, we do not admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Securities
Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Troy & Gould Professional Corporation
TROY & GOULD
Professional Corporation
lek
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Eltron International, Inc. on Form S-8 (to be filed on or about July 29, 1997)
of our report dated February 24, 1997, on our audits of the consolidated
financial statements of Eltron International, Inc. as of December 31, 1996 and
1995 and for each of the three years in the period ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
Sherman Oaks, California
July 28, 1997
