<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1996 Reg. No.
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
HASKEL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4107640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 EAST GRAHAM PLACE
BURBANK, CALIFORNIA 91502 91502
(Address of principal executive offices) (Zip Code)
_________________
1989 INCENTIVE STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION PLAN
1995 INCENTIVE STOCK OPTION PLAN
1995 FORMULA STOCK OPTION PLAN
(Full title of the plan)
_________________
LONNIE D. SCHNELL
HASKEL INTERNATIONAL, INC.
100 EAST GRAHAM PLACE
BURBANK, CALIFORNIA
(818) 843-4000
(Name, address and telephone number, including area code, of agent for service)
COPY TO:
WILLIAM J. FEIS, 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 Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, without par value. . . . 159,215 $9.46(2) $1,506,174
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 283,500 7.18(2) 2,035,530
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 110,000 8.03(2) 883,300
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 120,000 5.375(2) 645,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 141,000 7.00(2) 987,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 24,000 10.00(2) 240,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 5,000 7.25(2) 36,250
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 43,000 6.50(2) 279,500
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . . 494,285 6.75(3) 3,336,424
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL. . . . . . . . . . . . . . . . . . 1,380,000 $9,949,178 $3,431
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
</TABLE>
(1) In accordance with Rule 416 of the General Rules and Regulations under
the Securities Act of 1933 (the "General Rules"), there also are being
registered such indeterminate number of additional shares of Class A
Common Stock as may become issuable pursuant to anti-dilution provisions
of the plans.
(2) The registration fee for shares of Class A Common Stock issuable upon
exercise of outstanding options under the Plans was calculated pursuant
to Rule 457(h) using the prices at which such outstanding options may be
exercised.
(3) Estimated pursuant to Rule 457 of the General Rules, solely for the
purpose of computing the registration fee, based on the last reported
sales price of the Class A Common Stock as reported on The Nasdaq
National Market on June 5, 1996.
_______________________________________________________________________________
_______________________________________________________________________________
<PAGE>
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 and the Note to
Part I of Form S-8.
<PAGE>
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 Class A Common Stock of Haskel International, Inc.
acquired by the persons named therein pursuant to the 1989 Incentive Stock
Option Plan, the Nonqualified Stock Option Plan, the 1995 Incentive Stock
Option Plan and the 1995 Formula Stock Option Plan of Haskel International,
Inc.
<PAGE>
PROSPECTUS
698,150 SHARES
HASKEL INTERNATIONAL, INC.
CLASS A COMMON STOCK
_______________
This Prospectus relates to the offer by certain shareholders
(collectively, the "Selling Shareholders") for sale from time to time of up
to 698,150 shares of Class A Common Stock, without par value (the "Shares").
The Shares offered hereby are shares of Class A Common Stock previously
issued and to be issued to officers, employees and directors of Haskel
International, Inc. (the "Company") upon the exercise of employee stock
options granted pursuant to the Company's 1989 Incentive Stock Option Plan,
Nonqualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1995
Formula Stock Option Plan (collectively, the "Plans"). The Company's Class A
Common Stock is traded on The Nasdaq National Market under the Symbol "HSKL."
The last sale price for the Class A Common Stock on June 5, 1996, as
reported on the Nasdaq National Market, was $6.75 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 PAGES 4 THROUGH 10 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A
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 June ___, 1996.
<PAGE>
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
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the
following regional offices: 7 World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp 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 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. 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 Class A 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 Class A 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. Statements
contained herein concerning the provisions of any document are not
necessarily complete and in each instance reference is made to the copy of
the document filed as an exhibit or schedule to the Registration Statement.
Each such statement is qualified in its entirety by reference to the copy of
the applicable documents filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (Commission File No.
0-25068) 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
fiscal year ended May 31, 1995; (b) the Company's Quarterly Reports on Form
10-Q for the quarters ended August 31, 1995, November 30, 1995 and February
29, 1996; and (c) the description of the Company's Class A Common Stock
contained in the Company's Registration Statement on Form 8-A filed on
September 19, 1994 with the Commission 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
or 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 Haskel
International, Inc., 100 East Graham Place, Burbank, California 91502,
Attention: Lonnie D. Schnell, telephone number (818) 843-4000.
2
<PAGE>
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.
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
Established in 1946, the Company manufactures pneumatically driven,
high-pressure liquid pumps, gas boosters and air amplifiers for industrial,
commercial, aerospace and military applications. Management believes that
the Company is the world's leading manufacturer of such pumps and boosters
for these applications. The Company sells and distributes a broad line of
its own pneumatically driven pumps, gas boosters, air amplifiers and
high-pressure valves, as well as third-party valves, cylinders and actuators,
and other hydraulic and pneumatic devices primarily in the United States,
Canada, the United Kingdom, various other European countries, South America,
the Asia-Pacific region, the Middle East and India. The Company markets a
range of integrated test and control systems. This involves design,
manufacture and assembly incorporating products from the traditional line of
Haskel-TM- pumps. The Company's high-pressure pumps and systems are used
worldwide in manufacturing processes for industrial pressure testing and
controls, fluid storage and containment and a wide variety of other
applications. The Company also specializes in the international distribution
of electronic components, utilizing its proprietary QRD-TM- (Quick Response
Delivery) global sourcing network. In its fiscal year ended May 31, 1995,
approximately 41% of the Company's business was manufacturing (including
systems incorporating its pumps and boosters); the balance was distribution
of third-party fluid power and pump related products and distribution of
electronic components.
The Company was incorporated in California in November 1986 as the
successor to Haskel Engineering and Supply Company, whose operations began in
1946 as the successor to Hayman Engineering Service. The Company's principal
executive offices are located at 100 East Graham Place, Burbank, California
91502, and its telephone number is (818) 843-4000. Unless the context
otherwise requires, the term "Company" or "Haskel" refers to Haskel
International, Inc. and its subsidiaries.
THE OFFERING
<TABLE>
<S> <C>
Class A Common Stock offered hereby . . . . . . . . . . . . . . . . . 698,150 shares
Class A Common Stock outstanding or issuable upon
exercise of all options available under the Plans . . . . . . . . . . 6,023,080 shares
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . All of the proceeds from the sale of the Class A
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 $25,000.
Nasdaq National Market Symbol . . . . . . . . . . . . . . . . . . . . HSKL
</TABLE>
3
<PAGE>
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
Class A Common Stock offered by this Prospectus. An investment in the
Class A Common Stock offered hereby is speculative in nature and involves a
high degree of risk.
ENVIRONMENTAL MATTERS
SAN FERNANDO VALLEY AREA 2 SUPERFUND SITE
The Environmental Protection Agency (the "EPA") has named the Company a
Potentially Responsible Party ("PRP"), as that term is defined in applicable
law, for an area known as the San Fernando Valley Area 2 Superfund Site (the
"Superfund Site"), in which the groundwater has been contaminated by
solvents. Of the 32 parties named by the EPA as PRPs for the Superfund Site,
27 parties, including the Company, have formed the Glendale PRP Group (the
"Group"). Under applicable law, most notably the federal Comprehensive
Environmental Response Compensation and Liability Act ("CERCLA"), the Company
might be jointly and severally liable with other PRPs for the full cost of
cleaning up the Superfund Site, including the cost of the remedial design
phase discussed below, which the EPA currently estimates to be approximately
$48,000,000 (the "Remediation Cost"). There is also legal authority,
however, that holds that when the approximate extent of contamination caused
by each PRP can be determined, liability must be allocated among the PRPs in
proportion to their relative contribution. Based on this authority,
Management and the Company's environmental counsel believe there will be a
rational, pro rata allocation of responsibility for the cleanup of the
Superfund Site among the participating PRPs. Three primary solvents were
found at the Superfund Site, and the allocation of liability will probably be
based upon, at least in part, the quantity of those three solvents used by
each PRP at the Superfund Site. The Company used a small quantity of two of
the three solvents and did not use the third solvent at all. Management and
the Company's environmental counsel believe, therefore, that the Company was,
at most, a small contributor to groundwater contamination at the Superfund
Site. The Company has conducted research, the results of which corroborate
its position.
On December 21, 1993, an independent mediation team engaged by the Group
presented a confidential proposed interim allocation schedule (the "Interim
Allocation"), which allocated 1.76% responsibility to the Company for the
remedial design phase. In May 1994, 23 of the 27 parties (including the
Company) signed an Administrative Order on Consent ("AOC"), by which the
parties committed themselves to carrying out the initial remedial design
phase. However, prior to the execution of the AOC, four PRPs dropped out of
the Group, and their respective shares were distributed among the remaining
PRPs. As a result, the Company's Interim Allocation grew to 2.46%. The
Group then engaged the services of a private investigative company whose job
it was to locate and assemble data that would bring additional parties to the
attention of the EPA. The Group delivered this data to the EPA and the EPA
named additional PRPs in May and June 1995. Several of those newly named
PRPs have joined the Group, such that currently there are 32 members of the
PRP Group. Several of these new members make specified flat fee monthly
payments to the Group and were not assigned a percentage allocation, due to
the fact that the PRP Group will soon engage in a reallocation process.
Nevertheless, there were minor adjustments in percentages as a result of the
addition of some new members such that Haskel's current percentage is 2.36%.
The Group has completed approximately 95% of the remedial design phase. To
date, since its inception the Group has spent approximately $5.7 million.
As a result of the additional PRPs who have joined the Group, the
Company and its environmental counsel expect the allocation ultimately
assigned to the Company to be less than the 2.36% that the Company is
currently paying. The Company believes, based on the status of the current
Group membership, that the Company will bear a lower share of costs than its
already determined pro rata share.
The Group has begun the process of reallocation of percentages among the
Group members with the aim of arriving at a final allocation relative to the
Remediation Cost (the "Final Allocation"). This process should be complete
by September, 1996. It is the hope of the Group that the Final Allocation
will be concluded prior to the time the EPA will receive a signed AOC
regarding the 12-year remedy phase of this project.
4
<PAGE>
Even assuming that the Final Allocation of the Remediation Cost agreed
upon by the Group is similar to the Interim Allocation, an assumption which
the Company's environmental counsel believes is reasonable, the Company's
share of the Remediation Cost will be approximately $1,000,000 (i.e.
approximately 2.0% of the projected Remediation Cost of $48,000,000). This
2.0% figure is based upon the 1.76% Interim Allocation, adjusted to account
for PRPs who have dropped out of the Group as well as for PRPs who have
joined subsequent to the Interim Allocation and whose contributions to the
contamination are therefore not reflected in the Interim Allocation.
To the extent that a member of the Group does not accept the Final
Allocation or does not pay its share of the liability for remediation, the
remaining members will each, on a pro rata basis, become responsible for that
member's allocation. Further data, negotiation or disagreements among the
PRPs, insolvencies of or refusals to pay by PRPs or increases in actual costs
of remediation could cause the Company's ultimate liability for remediation
of the Superfund Site to increase significantly from the amount calculated
based upon the Interim Allocation percentage. Consequently, there can be no
assurance that remediation of the Superfund Site will not have a materially
adverse effect on the results of operations or financial condition of the
Company.
In addition to the Remediation Cost, the EPA has informed the Group that
it intends to seek reimbursement from PRPs for some portion of the
approximately $13,000,000 of expenses the EPA has incurred in studying the
Superfund Site and three adjacent superfund sites. The EPA also has the
right to seek recovery from PRPs for additional administrative expenses it
incurs in studying the superfund sites. The future expenses are not
currently quantifiable or subject to reasonable estimation. PRPs from one of
the adjacent superfund sites have agreed to pay approximately $2,000,000 of
the $13,000,000. The EPA has informed the Company's environmental counsel
that only a portion of the remaining $11,000,000 is attributable to the
Superfund Site and the Company's counsel does not believe it is unreasonable
to estimate that approximately 30% of such amount will be attributable to the
Superfund Site. Further, the Group has lodged its objection with the EPA for
the EPA's failure to separate out the costs related only to the Superfund
Site. Recently, the Group made a payment of approximately $190,000 to the
EPA relative to the $13,000,000 of past costs being claimed by the EPA, as
the Group found $190,000 of those costs unobjectionable. Assuming that 30%
of the claimed costs are attributable to the Superfund Site, the Company's
share of that amount would be approximately $66,000, based on an adjusted
Interim Allocation of 2.0%. Payment of all costs and expenses related to the
Remediation Cost will be due over a period that Management believes, based
upon EPA estimates, to be approximately twelve years.
ON-SITE CONTAMINATION
The soil at the property occupied by the Company at 100 East Graham
Place, Burbank, California has been contaminated by solvents, primarily at
one pit with a surface area of less than ten square feet (the "On-Site
Contamination"). The extent of such contamination has been quantified by
environmental consultants and engineers. The cost of such soil and
groundwater assessment was approximately $250,000, including the cost of
installation of five groundwater wells, which the Company has installed
pursuant to a directive of the Regional Water Quality Control Board
("RWQCB"). Based on such analysis, Management estimates that approximately
250 cubic yards of contaminated soil has been affected. The remediation
system to clean the on-site contamination was installed in July 1995 and was
continuously operational for about four months, until November 1995, by which
time the contamination in the soil had been reduced by more than 90% of the
original concentrations. The Company had spent approximately $71,000 on
mobilizing, installing and operating the remediation system through December
1995. The Company's environmental consultants and engineers believed that
maximum possible results were obtained after four months of operation of the
remediation system. The RWQCB, however, has requested that the system be
reactivated for a ninety day period to ascertain if additional benefits are
possible. The Company is currently in discussions with the RWQCB regarding
this request. If the Company proceeds pursuant to the RWQCB's request, the
estimated costs associated with such activation are $45,000.
5
<PAGE>
LUBRICATION CORPORATION OF AMERICA
The Company has been named a PRP regarding contamination of a site
operated by Lubrication Corporation of America ("LCA"). LCA operates a used
oil recycling facility in the Santa Clarita flood plain, to which a portion
of the Company's used oil was sent for recycling. The Company had been
informed by the California Department of Toxic Substances Control that the
Company's total contribution to the contamination was about 2,500 gallons
which constituted approximately .05% of the total contamination identified at
the LCA site. Recently, the Company was informed that its contribution was in
the amount of 4,545 gallons. Currently, the Department of Toxic Substances
Control is negotiating a settlement with approximately 20 other LCA PRPs who
collectively constitute about 6% of the total contamination found at the LCA
site. The Department of Toxic Substances Control is also negotiating with
the United States military which, according to the Department of Toxic
Substances Control, is responsible for more than 70% of the total
contamination found at the LCA site. The Company has been offered a full
release from the Department of Toxic Substances Control relative to the LCA
site if the Company pays approximately $37,000. The Company is considering
accepting this settlement offer.
INSURANCE AND RESERVES
One of the Company's insurers agreed to pay 13% of the Company's defense
costs with respect to litigation concerning the Superfund Site. The Company
brought litigation against its insurers in which the Company sought an order
that its insurers must defend and indemnify the Company with respect to
Superfund Site litigation. In August 1995, the trial court ruled that the
Company's insurers must reimburse the Company for defense costs which the
Company incurred in defending Superfund Site litigation and defend the
Company in the future. As a result of this ruling, the Company expects a
substantial recovery of its defense costs. However, the Company is unable at
this time to quantify the amount it will recover. There can be no assurance
of the ultimate outcome of this matter until it is finally resolved.
Litigation is pending as to whether the Company's insurers must indemnify and
continue to defend the Company.
The Company established environmental reserves in the amount of
$1,445,000 for contingent liabilities that may arise in connection with the
Superfund Site, the On-Site Contamination and other environmental matters.
As of May 31, 1993 the Company had reserved $510,000 to perform testing and
cleanup of soil contamination at its facility in Burbank in accordance with a
mandate from the RWQCB. The Company increased the environmental reserves
when the EPA established its $48,000,000 estimate of the Remediation Cost.
The Company and its environmental counsel believe that there has been no
significant change in the estimated environmental liabilities of the Company
which suggests that the reserve amount should be changed. At May 31, 1995,
the environmental reserve balances were $1,065,000. The Company has not
included any specific amount in the environmental reserves for litigation
defense costs, which cannot be estimated but could be substantial if these
matters precipitate more litigation than is anticipated, particularly
litigation between PRPs. The effect on these costs of the favorable court
ruling set forth above cannot be determined at this time, although the
Company believes they will be of substantial benefit to the Company. There
can be no assurance that the environmental reserves will be adequate to cover
any contingent liabilities arising from the above-referenced environmental
matters or that any liability in excess of the environmental reserves will
not have a materially adverse effect on the Company's results of operations
or financial condition.
COMPLIANCE WITH EXISTING REGULATIONS
Although management anticipates increases in the Company's cost of
ongoing compliance with existing environmental regulations due to inflation,
management believes that the cost of ongoing compliance will not have a
material adverse effect on the Company's financial condition.
RESULTS OF RECENT OPERATIONS
From fiscal 1991 through fiscal 1993 the Company's sales and gross
profit increased, while earnings declined, primarily because operating
expenses increased at a higher rate than the increase in gross margins. From
fiscal 1993 through fiscal 1994 sales increased, while gross profit and
earnings declined, primarily due to certain
6
<PAGE>
nonrecurring expenses related to increases in environmental reserves,
restructuring charges and inventory write-offs. From fiscal 1994 through
fiscal 1995, sales, gross profit and earnings all increased, primarily as a
result of increased demand for the Company's products, new sales
representative programs and the introduction of new products, combined with
the effects of a cost reduction program. For the nine months ended February
29, 1996, sales, gross profit and earnings all increased, primarily as a
result of increased demand for the Company's products, combined with the
effects of sales representative programs, the cost reduction program and
continued benefits from recent acquisitions and overseas expansion. The
Company's immediate prospects for revenue growth and increased profitability
are dependent upon continued demand for the Company's products in a
competitive environment, further expansion of the applications of its core
technologies to new products, uses, systems and customers, the control of
operating expenses, the strength of the United States' economy and the
general state of the global economy. There can be no assurance, however,
that the Company will be able to increase its revenues or profitability.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company's results of operations are subject to fluctuations from
quarter to quarter due to changes in demand for its products and other
factors. Demand for the Company's products in each of the markets it serves
can vary significantly from quarter to quarter due to revisions in customers'
budgets or schedules, changes in demand for the customers' products that
incorporate or utilize the Company's products and other factors beyond the
Company's control. Therefore, year-to-year comparisons of quarterly results
may not be meaningful, quarterly results during a year may not be indicative
of the results that may be expected for the entire year, and there can be no
assurance that the Company will be profitable in any particular quarter.
PRODUCT DEPENDENCE BY THE ELECTRONIC PRODUCTS GROUP
The Company's Electronic Products Group ("EPG") is essentially a
sourcing business, focusing on critical shortages of electronic components.
Therefore, the EPG's performance tends to relate to the general state of the
electronic components industry. That industry is currently experiencing a
downturn and there is a surplus of electronic products rather than a shortage
of products. In fiscal 1994, the year in which the EPG's principal entity,
M.G. Electronics, Inc. ("MGE") was acquired, the EPG accounted for
approximately 9.4% of the Company's sales. In fiscal 1995 and the nine
months ended February 29, 1996, the EPG accounted for approximately 24.8% and
29.6% of the Company's sales, respectively. In response to declining demand
for electronic components, the EPG has recently initiated cost reduction
measures including a reduction in its personnel and the closing of its two
European offices.
RISKS OF FOREIGN SALES
During the year ended May 31, 1995, the Company derived approximately
23% of its total revenues from export sales of its products to Europe, the
Asia-Pacific region and other foreign markets, as compared to approximately
24% during fiscal 1994 and 26% during fiscal 1993. These figures exclude the
sales of Haskel Energy Systems Ltd. ("HESL") in the United Kingdom ("UK").
The Company expects that revenues from foreign sales will continue to
represent a material portion of its total revenues and may increase as a
percentage of total revenues. Foreign sales are subject to numerous risks,
including significant fluctuations in foreign currencies, political and
economic instability in foreign markets, restrictive trade policies of
foreign governments, inconsistent product regulation by foreign agencies or
governments, the imposition of product tariffs, difficulties associated with
accounts receivable collection and the burdens of complying with a wide
variety of international and United States export laws and differing
regulatory requirements, each of which could have a materially adverse effect
on the Company's business and results of operations. The Company does not
engage in hedging transactions to lessen the effect of significant
fluctuations in foreign currencies. Currently, the Company maintains a
substantial portion of its European cash balances in U.S. dollars.
COMPETITION
In general, the principal competitive factors in the markets in which
the Company's Industrial Products Group ("IPG") - Manufacturing segment
participates are product quality, performance, availability, reliability,
7
<PAGE>
technical support and price. All of the Company's competitors have a
significantly smaller market share in the United States than the Company.
There can be no assurance that the Company can maintain its dominant market
share. To remain competitive, the Company will have to continue to improve
its market penetration and support the reliability and reputation of its
products with a high level of customer service in terms of product delivery,
availability and technical support.
In the high-pressure pump manufacturing industry, the Company's
IPG - Manufacturing segment has three major competitors: Teledyne Fluid
Systems, a division of Teledyne Inc.; Schmidt Kranz & Company Gmbh; and SC
Hydraulic Engineering Corporation. Certain of the Company's competitors are
larger overall and have greater financial resources than the Company. The
Company has a significantly larger United States market share in this line of
business than do any of its competitors, but there can be no assurance that
the Company will maintain its market share. In order to remain competitive,
the Company supports the reliability and reputation of its products with
customer service, prompt product delivery, competitive pricing, and
comprehensive technical assistance.
The Company's competitors in the integrated test and control systems
market include the same companies that compete with the Company in the
pneumatically driven pump, gas booster, air amplifier and high-pressure valve
markets. In addition, the Company competes with a number of small
manufacturers of integrated test and control systems, as well as unrelated
value-added distributors of similar systems.
Unlike its manufacturing business, the Company's IPG distribution
business competes with many other companies that provide substantially
similar products. Management believes that many of these competing companies
are larger and have greater financial strength than the Company.
In its EPG distribution business, the Company competes with numerous
companies in each market it serves, many of which have far greater financial
and other resources than the Company. There is intense competition in
electronic component sourcing and supply to OEMs. Although the Company has
applied for trademarks on the names of several of its marketing systems, it
does not have patent or copyright protection on its proprietary systems or
technologies, nor does it have exclusive franchises for the products it
distributes, and there can be no assurance that traditional franchised
electronic distributor organizations or independent distributors will not
adopt similar communications technologies to offer similar sourcing services
to those offered by the EPG. Additionally, purchasing departments of OEMs
can develop this capability in-house, and many of the larger OEMs have
already established international purchasing offices. In some cases, the EPG
competes with franchised distributors, such as Avnet Inc., Arrow Electronics
Inc. and other large organizations, many of which have substantially greater
financial and other resources. The Company also competes with small
independent distributors that locate and source products, but management
believes that few of these distributors utilize the advanced technology
employed by the Company for servicing its customers.
There can be no assurance that the Company will be able to continue to
compete effectively in the markets for any of its products.
ABILITY TO MANAGE GROWTH AND INTEGRATE RECENTLY ACQUIRED OPERATIONS
During the past five years, the Company has acquired five companies.
The Company plans to continue to make strategic acquisitions of complementary
businesses while simultaneously improving its current operations,
implementing new computer and software systems, adopting new marketing
programs and streamlining its manufacturing processes. Maintaining
profitability during a period of continued expansion and integration of
operations will depend on the Company's ability to manage its growth
effectively. Difficulties in integrating new operations and managing such
growth could overextend the Company's management resources and have a
materially adverse effect on the Company's business and results of operations.
TECHNOLOGICAL CHANGE AND DEPENDENCE ON SYSTEMS AND SOFTWARE
The rapid rate of technological change in information, communications
and network systems could make the Company's systems obsolete and have a
materially adverse effect on the Company's ability to compete,
8
<PAGE>
particularly in its electronic component sourcing business. The nature of
the electronic components industry requires the EPG to continually evaluate
technological advances in the information, communications and networking
fields and adopt appropriate new technologies in order to maintain and
improve its sourcing and supply capabilities. There can be no assurance that
the EPG will be able to continue to serve its customers effectively and
compete with other companies that adopt such technologies. The EPG is highly
dependent on its proprietary databases, computer systems and integrated
network of workstations, fax servers, modems, customized software and
advanced communication systems. Any failure or interruption in the
performance of these systems may have a materially adverse effect on the
Company's business, financial condition and results of operations.
BACKLOG
Pursuant to the customary terms of the Company's agreements with
government contractors and other customers, and in accordance with industry
custom and practice, a customer generally may cancel or reschedule an order
without penalty if the Company has not made financial commitments with
respect to the order. Lead times for the release of purchase orders depend
upon the scheduling and forecasting practices of the Company's individual
customers, which also can affect the timing of the conversion of the
Company's backlog into revenues. For these reasons, among others, the
Company's backlog at a particular date may not be indicative of its future
revenues, and there is no assurance that backlog will be completed and
recorded as revenue. Cancellation of pending contracts or termination or
reductions of contracts in progress may have a materially adverse effect on
the Company's business and results of operations.
DEPENDENCE ON KEY PERSONNEL AND MANUFACTURERS' REPRESENTATIVES
The Company is dependent upon the personal efforts and abilities of R.
Malcolm Greaves, the Company's principal executive officer. The loss or
unavailability of the services of Mr. Greaves could have a materially adverse
effect on the Company. The Company maintains $2,000,000 of "key person" life
insurance on the life of Mr. Greaves. Management believes that the Company's
success depends in part upon its ability to attract and retain highly skilled
management, technical, sales and marketing personnel and maintain its
relationships with manufacturers' representative organizations domestically
and overseas. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting and retaining
such personnel and maintaining such relationships.
Maury S. Friedman, a former principal executive officer, became a
consultant to the Company effective April 1, 1996 and ceased being an
employee of the Company. Mr. Friedman's change in status does not affect the
continuity of management at MGE or the EPG; however, the possible effect of
his lesser involvement in their business activities is unknown at present.
SUPERIOR VOTING RIGHTS OF HOLDERS OF CLASS B COMMON STOCK; CONTROL BY PRINCIPAL
SHAREHOLDER
As of April 1, 1996, the Company's largest shareholder, the Hayman
Trusts, beneficially owned 1,584,477 shares (33.8%) of the outstanding Class
A Common Stock and 40,000 shares (100%) of the outstanding Class B Common
Stock. Holders of the Class B Common Stock, voting as a separate class, are
entitled to elect a majority of the Company's Board of Directors. Thus, the
Hayman Trusts have the power to elect a majority of the Board of Directors
and thereby control many of the affairs and policies of the Company. The
superior voting rights of the Class B shareholders may have the effect of
delaying or preventing a change in management or control of the Company.
ABILITY TO PAY DIVIDENDS
Although the Company currently intends to pay dividends on its Common
Stock, its ability to do so will depend on a number of factors, including net
earnings, agreements with creditors, capital expenditure requirements, cash
on hand, environmental liabilities, successful integration of acquired
businesses and product lines, growth of the Company's businesses and general
economic conditions. In addition, the Company's comprehensive credit
facility with its bank has certain covenants, including ones requiring
maintenance of minimum tangible net worth
9
<PAGE>
and prohibiting the payment of any dividends by the Company in the event of a
default under such loan agreement. Consequently, there can be no assurance
as to the continued payment of dividends or as to amounts thereof.
STOCK PRICE VOLATILITY
The trading price and volume of the Company's Class A Common Stock could
be subject to significant fluctuations in response to many factors, including
quarter-to-quarter variations in operating results, changes in earnings
estimates by analysts, competition, general conditions in the Company's
businesses and the economy and other events or factors. Additionally, broad
market fluctuations may adversely affect the market price of the Company's
Class A Common Stock.
ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BYLAWS AND STOCK STRUCTURE
The Company has two classes of Common Stock with unequal voting power.
The Company's Board of Directors is elected annually on a split-vote basis,
with holders of Class A Common Stock and holders of Class B Common Stock
voting as separate classes. Holders of Class B Common Stock have the power
to elect a majority of the Company's Board of Directors. If the number of
members of the Company's Board of Directors is an odd number, holders of
Class B Common Stock are entitled to elect one more member than holders of
Class A Common Stock. If the number of members of the Company's Board of
Directors is an even number, holders of Class B Common Stock are entitled to
elect two more members than holders of Class A Common Stock. These
provisions would have the effect of discouraging a proxy contest or making it
impossible for a third party acquiring a substantial block of the Company's
Class A Common Stock to effect a change in management and control of the
Company. Such provisions also could limit the price that investors might be
willing to pay in the future for shares of the Company's Class A Common Stock.
The Board of Directors of the Company is authorized to issue, without
shareholder approval, up to 2,000,000 shares of Preferred Stock with voting,
conversion and other rights and preferences determined by the Board of
Directors, as well as 15,311,770 additional shares of Class A Common Stock
(excluding the shares of Class A Common Stock issuable under the Plans),
which could dilute the voting power of the holders of Class A Common Stock.
Although the Company has no current plans to issue any shares of Preferred
Stock or additional shares of Common Stock other than the Class A Common
Stock issuable under the Plans or any other employee benefit plan, the future
issuance of Preferred Stock or Common Stock or of rights to purchase
Preferred Stock or Common Stock could be used to discourage an unsolicited
acquisition proposal.
10
<PAGE>
SELLING SHAREHOLDERS
The following table lists the Selling Shareholders, the number of shares
of Class A Common Stock beneficially owned by each such Selling Shareholder
as of the commencement of this offering, the number of shares included in the
offering and the number of shares of Class A 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 Plans. 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 employees, executive officers or
directors of the Company who may, in the future, be granted stock options
under the Plans.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially
Prior to Offering Owned After Offering (1)
------------------------------------------------------------ ------------------------
Issuable Total Number
Under Ownership of Shares
Shares Option and Being
Name Outstanding Plans (2) Rights Percent (3) Offered Number Percent (4)
- ---- ----------- --------- ------- ----------- -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Maury S. Friedman (5) 457,000 40,000 497,000 10.5% 40,000 457,000 8.9%
Marvin L. Goldberger (5) 11,155 39,000 50,155 1.1% 46,000 4,155 *
Marvin Goodson (5) 81,110(6) 71,000 152,110 3.2% 91,000 61,110 1.3%
R. Malcolm Greaves 3,000 114,600 (7) 117,600 2.4% 150,000 2,000 *
Edward Malkowicz 11,000 10,400 (8) 21,400 * 52,000 11,000 *
Stanley T. Myers 1,000 2,400 (9) 3,400 * 12,000 1,000 *
William L. Slover (5) 5,000 27,000 32,000 * 32,000 -0- *
A. Charles Wilson (5) 15,000 153,000 168,000 3.5% 160,000 8,000 *
Robert A. Smith -0- 10,000 (10) 10,000 * 50,000 -0- *
Lonnie D. Schnell 1,500 6,000 (11) 7,500 * 30,000 1,500 *
James Minyard 400 10,000 (12) 10,400 * 30,000 400 *
Edward W. Wachtel 16,740 -0- 16,740 * 750 15,990 *
Goodson and Wachtel
Profit Sharing Plan 24,800 -0- 24,800 * 1,000 23,800 *
David K. Belk 200 3,450 (13) 3,650 * 200 6,450 *
Williard Bixby 1,500 -0- 1,500 * 1,500 -0- *
Robert Goodell 250 -0- 250 * 250 -0- *
Elisa Schachnes 6,640 -0- 6,640 * 250 6,390 *
Chris Sigigie 600 -0- 600 * 600 -0- *
Peter Votrian 600 -0- 600 * 600 -0- *
</TABLE>
_________________
* Less than 1%
(1) The table assumes that the Selling Shareholders will dispose of all of the
Company's Class A Common Stock issued to them upon exercise of options.
(2) The figures set forth in this column show the number of shares issuable
upon exercise of options that were exercisable at May 1, 1996 or within
60 days thereafter.
(3) Shares that a person has the right to acquire within 60 days after May 1,
1996 are deemed to be outstanding in calculating the percentage ownership
of the person, but are not deemed to be outstanding as to any other
person.
(4) Assumes all options under the Plans are exercised.
(5) Messrs. Goodson and Slover and Dr. Goldberger are Directors of the
Company. Mr. Friedman was a Director of the Company until January 3, 1996.
Mr. Wilson was a Director and Chairman of the Board of the Company until
November 22, 1994.
11
<PAGE>
(6) Excludes 24,800 shares that are owned by Goodson and Wachtel, A
Professional Corporation Profit Sharing Plan, of which Mr. Goodson is a
co-trustee and a participant.
(7) Does not include 34,400 additional shares issuable upon exercise of
options that are not exercisable within 60 days after May 1, 1996.
Mr. Greaves is President and Chief Executive Officer and a Director of
the Company.
(8) Does not include 41,600 additional shares issuable upon exercise of
options that are not exercisable within 60 days after May 1, 1996.
Mr. Malkowicz is Chairman of the Board of the Company.
(9) Does not include 9,600 additional shares issuable upon exercise of options
that are not exercisable within 60 days after May 1, 1996. Mr. Myers is a
Director of the Company.
(10) Does not include 40,000 additional shares issuable upon exercise of
options that are not exercisable within 60 days after May 1, 1996.
Mr. Smith is President - Industrial Products Group of the Company.
(11) Does not include 24,000 additional shares issuable upon exercise of
options that are not exercisable within 60 days after May 1, 1996.
Mr. Schnell is Chief Financial Officer and Secretary of the Company.
(12) Does not include 20,000 additional shares issuable upon exercise of
options that are not exercisable within 60 days after May 1, 1996.
Mr. Minyard is President - Electronic Products Group of the Company.
(13) Does not include 3,000 additional shares issuable upon exercise of options
that are not exercisable within 60 days after May 1, 1996.
12
<PAGE>
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
Class A 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.
13
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
HASKEL INTERNATIONAL, INC.
698,150 shares of Class A Common Stock
_______________
PROSPECTUS
_______________
June __, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Haskel International, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934 (the "Exchange Act") (Commission
File No. 0-25068) are incorporated herein by reference: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 1995; (b) the
Company's Quarterly Reports on Form 10-Q for the quarters ended August 31,
1995, November 30, 1995 and February 29, 1996; and (c) the description of the
Company's Class A Common Stock contained in the Company's Registration
Statement on Form 8-A filed on September 19, 1994 with the Commission under
the Exchange Act, 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
Class A Common Stock registered hereunder have been sold or that deregisters
all such shares of Class A 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
The Class A Common Stock registered hereby is a class of securities
registered under Section 12(g) of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Troy & Gould Professional Corporation holds an option to acquire
25,000 shares of the Company's Class A Common Stock, exercisable at the market
price of the Class A Common Stock on November 15, 1994.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under California law, a California corporation may eliminate or limit
the personal liability of a director to the corporation for monetary damages
for breach of the director's duty of care as a director, provided that the
breach does not involve certain enumerated actions, including, among other
things, intentional misconduct or knowing and culpable violation of the law,
acts or omissions that the director believes to be contrary to the best
interests of the corporation or its shareholders or that reflect an absence
of good faith on the director's part, the unlawful purchase or redemption of
stock, payment of unlawful dividends and receipt of improper personal
benefits. The Company's Articles of Incorporation include such provisions.
The Company's Articles of Incorporation and Bylaws also impose a
mandatory obligation that the Company indemnify any director of the Company
to the fullest extent authorized or permitted by law (as now or hereinafter
in effect), including under circumstances in which indemnification would
otherwise be at the direction of the Company.
II-1
<PAGE>
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
During the fiscal years ended May 31, 1993, 1994 and 1995, and the
ten months ended March 31, 1996, the Company issued 20,750, 42,100, 12,000 and
0 shares of Class A Common Stock, respectively, upon exercise of options held
by 12 persons, including six directors and two former directors. The
aggregate consideration received by the Company on exercise of these options
was approximately $328,959. With regard to these transactions, the Company
relied upon Section 4(2) or Rule 701 of the Rules and Regulations promulgated
under the Securities Act as an exemption from the registration requirements
of the Securities Act.
From 1989 through May 31, 1996, the Company issued options (net of any
forfeitures) to officers, employees and directors under its 1989 Incentive
Stock Option Plan, its Stock Option Plan and its 1995 Incentive Stock Option
Plan to purchase an aggregate of 885,715 shares of Common Stock.
Management believes that the issuances of securities pursuant to the
foregoing transactions were exempt from registration under Securities Act of
1933, as amended, by virtue of Section 4(2) thereof as transactions not
involving public offerings, or Section 3(a) or 3(b), or as transactions not
involving the sale of a security.
ITEM 8. EXHIBITS
The following exhibits included herewith or incorporated herein by
reference are made part of this Registration Statement:
3.1 Restated Articles of Incorporation of the Company (filed with the
Commission on August 8, 1994 as Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended May 31, 1995 and incorporated
herein by reference).
4.1 Specimen Class A Common Stock certificate (filed with the Commission
on October 13, 1994 as Exhibit 4.1 to Amendment No. 4 to the
Company's Registration Statement on Form S-1 (Reg. No. 33-74362) and
incorporated herein by reference).
5 Opinion of Troy & Gould Professional Corporation regarding the
legality of the securities registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Price Waterhouse U.K.
23.3 Consent of Troy & Gould Professional Corporation (contained in
Exhibit 5).
24 Power of Attorney (contained in Part II).
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-2
<PAGE>
(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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the 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 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 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.
II-3
<PAGE>
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 Burbank, state of California, on May
31, 1996.
HASKEL INTERNATIONAL, INC.
By: /s/ Edward Malkowicz
----------------------------------
Edward Malkowicz
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward Malkowicz and Lonnie D. Schnell, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ EDWARD MALKOWICZ Chairman of the Board May 31, 1996
- ---------------------------
Edward Malkowicz
/s/ R. MALCOLM GREAVES Chief Executive Officer and May 31, 1996
- --------------------------- Director
R. Malcolm Greaves
/s/ LONNIE D. SCHNELL Chief Financial Officer (Principal May 31, 1996
- --------------------------- Financial and Accounting Officer)
Lonnie D. Schnell
/s/ MARVIN L. GOLDBERGER Director May 31, 1996
- ---------------------------
Marvin L. Goldberger
/s/ MARVIN GOODSON Director May 31, 1996
- ---------------------------
Marvin Goodson
/s/ STANLEY T. MEYERS Director May 31, 1996
- ---------------------------
Stanley T. Meyers
/s/ TERRENCE A. NOONAN Director May 31, 1996
- ---------------------------
Terrence A. Noonan
/s/ WILLIAM L. SLOVER Director May 31, 1996
- ---------------------------
William L. Slover
</TABLE>
II-4
<PAGE>
[LETTERHEAD]
June 6, 1996
FILE NO.
HAS5.1
Haskel International, Inc.
100 East Graham Place
Burbank, CA 91502
Re: REGISTRATION STATEMENT ON FORM S-8
Dear Sirs:
We have acted as counsel for Haskel International, Inc. (the
"Company") in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement"), relating to an aggregate of
1,380,000 shares of the Company's Common Stock, without par value (the
"Common Stock"), issuable under the Company's 1989 Incentive Stock Option
Plan, Nonqualified Stock Option Plan, 1995 Incentive Stock Option Plan and
1995 Formula Stock Option Plan (the "Plans").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Plans and of such other documents, corporate
records, certificates of public officials and other instruments relating to
the adoption and implementation of the Plans as we deemed necessary or
advisable for purposes of this opinion.
Based on the foregoing examination, we are of the opinion that the shares
of Common Stock issuable pursuant to the Plans are duly authorized and, when
issued in accordance with any of the Plans, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references therein to our firm.
Very truly yours,
Troy & Gould
Professional Corporation
Exhibit 5
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Dear Sirs:
We consent to the incorporation by reference in this Registration Statement
of Haskel International, Inc. on Form S-8 of our report dated August 8, 1995,
appearing in the Annual Report on Form 10-K of Haskel International, Inc. for
the year ended May 31, 1995.
/s/ Deloitte & Touche LLP
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Los Angeles, California
June 4, 1996
<PAGE>
EXHIBIT 23.2
The Directors
Haskel International, Inc.
100 East Graham Place
Burbank, California 91502
USA
Dear Sirs:
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Form S-8 of our report dated 27 June 1995, which appears on page
36 of the 1995 Annual Report to Shareholders of Haskel International, Inc.,
which is incorporated by reference in Haskel International, Inc.'s Annual
Report on Form 10-K for the year ended May 31, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedules, which appears on page F-2 of such Annual Report on Form 10-K.
/s/ Price Waterhouse
- --------------------
Price Waterhouse
Newcastle upon Tyne
United Kingdom
June 6, 1996
