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Registration No. 333-
As filed with the Securities and Exchange Commission on November 26, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TOTAL CONTROL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-3209178
(State of Incorporation) (I.R.S. Employer Identification No.)
2001 North Janice Avenue
Melrose Park, Illinois 60160
(708) 345-5500
(Address and telephone number of principal executive offices)
TOTAL CONTROL PRODUCTS, INC.
1996 DISCOUNT STOCK PURCHASE PLAN
(Full Title of the Plans)
Nicholas T. Gihl
President and Chief Executive Officer
Total Control Products, Inc.
2001 North Janice Avenue
Melrose Park, Illinois 60160
(708) 345-5500
(Name, address and telephone number of agent for service)
Copy to:
Michel J. Feldman
Mark S. Albert
D'Ancona & Pflaum
30 North LaSalle Street
Suite 2900
Chicago, Illinois 60602
(312) 580-2000
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered Registered Share(2) Price(2) Fee(2)
<S> <C> <C> <C> <C>
Common Stock, no par value.... 250,000(1) $12.125 $3,031,250 $918.57
Total Registration Fees $918.57
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(1) The number of shares set forth is the number of shares which may be
purchased pursuant to the 1996 Discount Stock Purchase Plan.
(2) Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
upon the average high and low sales prices reported on the NASDAQ National
Market on November 24, 1997.
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EXPLANATORY NOTE
This Prospectus registers 250,000 shares of Common Stock, no par value (the
"Common Stock") of Total Control Products, Inc., an Illinois corporation
("Company") which may be purchased pursuant to the Company's 1996 Discount Stock
Purchase Plan (the "Stock Purchase Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997.
2. The Company's current reports on Form 8-K (i) for an event dated
August 4, 1997, (ii) for an event dated September 12, 1997, (iii) for an
event dated September 22, 1997, (iv) for an event dated September 25, 1997
and (v) for an event dated October 5, 1997.
3. The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1997 and September 30, 1997.
4. The description of the Company's Common Stock contained in the
registration statement on Form 8-A dated February 25, 1997, filed under
Section 12(g) of the Securities Exchange Act of 1934, File No. 0-22173,
together with any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this registration statement which
indicate 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 made a part hereof from their respective
dates of filing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Articles of Incorporation that,
to the fullest extent provided under Illinois law, limit the liability of its
directors and officers for monetary damages arising from a breach of their
fiduciary duties as directors or officers. Such limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission, nor does it limit liability for (i) any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) a transaction from which a director derives an improper personal
benefit or (iv) an unlawful distribution to the Company's shareholders. The
Company's Bylaws provide that the Company shall indemnify its directors to the
fullest extent permitted by Illinois law, including circumstances in which
indemnification is otherwise discretionary to the Company under Illinois law,
and permit the Company in its discretion to similarly indemnify its officers,
employees and agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4(a) Restated and Amended Articles of Incorporation of the Company
(incorporated by reference to the Company's registration
statement on Form S-1 (Registration No. 333-18539)).
4(b) Amended and Restated Bylaws of the Company (incorporated by
reference to the Company's registration statement on Form S-1
(Registration No. 333-18539)).
5 Opinion of D'Ancona & Pflaum as to the legality of the Company's
Common Stock.
23(a) Consent of D'Ancona & Pflaum (included in the Opinion filed as
Exhibit 5 hereto).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney is included on the signature pages of the
registration statement.
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ITEM 9. UNDERTAKINGS.
(1) The Company hereby undertakes:
(a) 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)(a)(i) and (1)(a)(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 by the Company pursuant to
Section 13(a) or Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.
(b) 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.
(c) 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.
(2) The Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each filing of the Company'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
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 the time shall be deemed to be the initial bona fide offering
hereof.
(3) 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 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
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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 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 Melrose Park, Illinois, on November 26, 1997.
TOTAL CONTROL PRODUCTS, INC.
(Registrant)
By: /s/ Nicholas T. Gihl
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Nicholas T. Gihl
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below this registration statement
hereby severally constitutes and appoints Nicholas T. Gihl and Peter A.
Nicholson, and each of them acting singly, our true and lawful
attorneys-in-fact and agent, with full power of substitution and
resubstitution, to sign for him or her and in his or her name, place and
stead in any and all capacities indicated below, the registration statement
on Form S-8 filed herewith and any and all post-effective amendments to the
said registration statement, and to file the same, with 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 fully to all intents and purposes as he might or
could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
Signature Title Date
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/s/ Nicholas T. Gihl Chairman, President, Chief November 26, 1997
- -------------------- Executive Officer and Director
Nicholas T. Gihl (Principal Executive Officer)
/s/ Peter A. Nicholson Senior Vice President and November 26, 1997
- ---------------------- Chief Financial Officer
Peter A. Nicholson (Principal Accounting and
Financial Officer)
/s/ Neil Taylor Senior Vice President of November 26, 1997
- ---------------------- Software Development and Director
Neil R. Taylor
/s/ Edward Hurd Director November 26, 1997
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Edward Hurd
/s/ Donald Kramer Director November 26, 1997
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Donald Kramer
/s/ Julius J. Sparacino Chairman Emeritus and Director November 26, 1997
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Julius J. Sparacino
/s/ A.B. Siemer Director November 26, 1997
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A. B. Siemer
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EXHIBIT INDEX
Exhibit No. Description
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4(a) Restated and Amended Articles of Incorporation of the Company
(incorporated by reference to the Company's registration
statement on Form S-1 (Registration No. 333-18539)).
4(b) Amended and Restated Bylaws of the Company (incorporated by
reference to the Company's registration statement on Form S-1
(Registration No. 333-18539)).
5 Opinion of D'Ancona & Pflaum as to the legality of the Company's
Common Stock.
23(a) Consent of D'Ancona & Pflaum (included in the Opinion filed as
Exhibit 5 hereto).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney is included on the signature pages of the
registration statement.
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Exhibit 5
November 25, 1997
Total Control Products, Inc.
2001 North Janice Avenue
Melrose Park, Illinois 60160
Attn: Nicholas T. Gihl, President and Chief Executive Officer
Dear Mr. Gihl:
We have acted as special counsel for Total Control Products, Inc. (the
"Company") in connection with the preparation, execution and filing of a
Registration Statement under the Securities Act of 1933 on Form S-8 (the
"Registration Statement") relating to the registration of 250,000 shares of
Total Control Products, Inc. Common Stock, no par value ("Common Stock"), which
may be issued to participants in the Total Control Products, Inc. 1996 Discount
Stock Purchase Plan (the "Plan").
In connection with this opinion, we have made such factual inquiries and have
examined or caused to be examined such questions of law as we have deemed
appropriate. On the basis of such inquiries or examinations, it is our opinion
that any newly issued shares of Common Stock purchased from the Company pursuant
to the Plan, when paid for as contemplated by the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in such Registration Statement.
Very truly yours,
D'Ancona & Pflaum
By: /s/ Mark S. Albert
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Mark S. Albert, A Partner
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Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 8,
1997 included in Total Control Products, Inc.'s Form 10-K for the year ended
March 31, 1997 and to all reference to our Firm included in the registration
statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
November 21, 1997
