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Registration No. 333-
As filed with the Securities and Exchange Commission on February 25, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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TOTAL CONTROL PRODUCTS, INC. 1996 STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR'S STOCK OPTION PLAN
1993 STOCK OPTION 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)
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Copy to:
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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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities to be Amount to be Offering Price Offering Registration
Registered Registered Per Share/(2)/ Price/(2)/ Fee/(2)/
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<S> <C> <C> <C> <C>
Common Stock, no par value. 951,400(1) $10.75 $10,227,550 $3,016.71
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Total Registration Fee $3,016.71
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(1) The number of shares set forth is the aggregate number of shares which may
be issued pursuant to the plans, including 550,000 shares issuable pursuant
to the Total Control Products, Inc. 1996 Stock Option Plan; 120,000 shares
issuable pursuant to the Total Control Products, Inc. 1996 Non-Employee
Director's Stock Option Plan; and 281,400 shares issuable pursuant to the
Total Control Products, Inc. 1993 Stock Option 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 February 24, 1998.
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EXPLANATORY NOTE
This Prospectus registers (i) 550,000 shares of Common Stock, no par value (the
"Common Stock") of Total Control Products, Inc., an Illinois corporation
("Company") which may be issuable pursuant to the Company's 1996 Stock Option
Plan (the "1996 Stock Option Plan"), (ii) 120,000 shares of Common Stock
issuable pursuant to the Company's 1996 Non-Employee Director's Stock Option
Plan, and (iii) 281,400 shares of Common Stock issuable pursuant to the
Company's 1993 Stock Option Plan (the "1993 Stock Option 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
Act and 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,
(v) for an event dated October 5, 1997 (as amended), and (vi) for an event
dated December 31, 1997.
3. The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1997, September 30, 1997 and December 31, 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)(1) Consent of Arthur Andersen LLP.
23(b)(2) Consent of Cherry, Bekaert & Holland, L.L.P.
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 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
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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 February 24, 1998.
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.
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Signature Title Date
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<S> <C> <C>
/s/ Nicholas T. Gihl Chairman, President, Chief February 24, 1998
- ------------------------- Executive Officer and Director
Nicholas T. Gihl (Principal Executive Officer)
/s/ Peter A. Nicholson Senior Vice President and February 24, 1998
- ------------------------- Chief Financial Officer
Peter A. Nicholson (Principal Accounting and Financial Officer)
/s/ Neil R. Taylor Senior Vice President of February 24, 1998
- ------------------------- Software Development and Director
Neil R. Taylor
/s/ Edward Hurd Director February 24, 1998
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Edward Hurd
/s/ Donald Kramer Director February 24, 1998
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Donald Kramer
/s/ Julius J. Sparacino Chairman Emeritus and Director February 24, 1998
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Julius J. Sparacino
/s/ A.B. Siemer Director February 24, 1998
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A. B. Siemer
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Exhibit Index
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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)(1) Consent of Arthur Andersen LLP.
23(b)(2) Consent of Cherry, Bekaert & Holland, L.L.P.
24 Power of Attorney is included on the signature pages of the
registration statement.
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Exhibit 5
February 24, 1998
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 (i) 550,000 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 Stock
Option Plan, (ii) 120,000 shares of Common Stock which may be issued to
participants in the Total Control Products, Inc. 1996 Non-Employee Director's
Stock Option Plan, and (iii) 281,400 shares of Common Stock issuable pursuant to
the Company's 1993 Stock Option Plan ("collectively, the "Plans").
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 issued by the Company pursuant to
the Plans, assuming payment in full of the proper exercise price as contemplated
by each of the Plans, as the case may be, 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)(1)
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
February 24, 1998
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Exhibit 23(b)(2)
Board of Directors
Computer Dynamics, Inc.
We consent to the incorporation by reference in this registration statement on
Form S-8 of Total Control Products, Inc. of our report dated November 20, 1997,
with respect to the combined balance sheets of the Combined Entities of Computer
Dynamics as of December 31, 1996 and October 5, 1997, and the related combined
statements of operations, changes in shareholder's and owner's deficit, and cash
flows for the twelve months and the nine months and five days then ended, which
report is included in the Registrant's Amendment No. 1 to Form 8-K for an event
dated October 5, 1997.
/s/ Cherry, Bekaert & Holland, L.L.P.
February 24, 1997
