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As filed with the Securities and Exchange Commission on November 25, 1998
Registration No. 33-__________
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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
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
(Address of principal executive offices)
1998 LONG-TERM PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
R. MALCOLM GREAVES
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:
WILLIE R. BARNES, ESQ.
MUSICK, PEELER & GARRETT LLP
ONE WILSHIRE BLVD., SUITE 2000
LOS ANGELES, CALIFORNIA 90017
(213) 629-7600
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(1) Offering Price Fee
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<S> <C> <C> <C> <C>
Class A Common
Stock, 1,600,000 $11.125 $17,800,000 $5,394
without par value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended,
based on the last reported sale of the Registrant's Class A Common Stock as
reported on the NASDAQ National Market on November 19, 1998.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* INFORMATION REQUIRED BY ITEMS 1 AND 2 OF PART I TO BE CONTAINED IN THE
SECTION 10(A) PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN
ACCORDANCE WITH RULE 428 UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND THE NOTE TO PART I OF FORM S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Haskel International, Inc. (the
"Registrant" or "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 30, 1998; (b)
the Company's Quarterly Report on Form 10-Q for the quarter ended August 29,
1998; 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.
Each document filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered herein have been sold or that deregisters all such securities then
remaining unsold, will be deemed to be incorporated by reference in this
Registration Statement 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.
Not applicable.
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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 involve an absence of good faith on the
part of the director, any transaction from which a director derives an improper
personal benefit, acts or omissions that show a reckless disregard for the
director's duty to the corporation or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the corporation
or its shareholders, and acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders. The Company's Articles of Incorporation and
Bylaws include such provisions.
The Company's Articles of Incorporation and Bylaws also impose a
mandatory obligation on the Company to indemnify its agents, including officers
and directors 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
NOT APPLICABLE.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit
Table of Item 601 of Regulation S-K.
Exhibit
Number Description
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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 Musick, Peeler & Garrett LLP regarding the legality
of the securities
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registered hereunder.
23.01 (*) Consent of Deloitte & Touche LLP.
23.02 (*) Consent of Price Waterhouse UK.
23.03 (*) Consent of Musick, Peeler & Garrett, LLP (contained in EXHIBIT 5)
24.01 Power of Attorney (Contained in Part II).
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* Filed herewith.
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, as amended;
(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 or any
material change to such information in the Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if
the 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 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, as amended, 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.
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this 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.
So far as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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, as amended, 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, as amended, 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, as amended,
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 November 25,
1998.
HASKEL INTERNATIONAL, INC.
By: \s\ R. Malcolm Greaves
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R. Malcolm Greaves
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward Malkowicz and R. Malcolm Greaves,
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 on Form S-8 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, to all intent and purposes and as full as they 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
\s\ Edward Malkowicz Chairman of the Board and Director November 25, 1998
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Edward Malkowicz
\s\ R. Malcolm Greaves Chief Executive Officer and Director November 25, 1998
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R. Malcolm Greaves
\s\ Patricia A. Wehr Chief Financial Officer November 25, 1998
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Patricia A. Wehr (Principal Financial and Accounting
Officer)
\s\ W. Bradley Zehner II, Ph.D. Director November 25, 1998
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W. Bradley Zehner II, Ph.D
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Signature Title Date
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<S> <C> <C>
\s\ Marvin L. Goldberger Director November 25, 1998
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Marvin L. Goldberger
\s\ Stanley T. Myers Director November 25, 1998
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Stanley T. Myers
\s\ Terrence A. Noonan Director November 25, 1998
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Terrence A. Noonan
\s\ John Vinke Director November 25, 1998
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John Vinke
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EXHIBIT INDEX
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EXHIBIT NO.
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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 Musick, Peeler & Garrett LLP regarding the legality of
the securities registered hereunder.
23.01 Consent of Deloitte & Touche LLP
23.02 Consent of Price Waterhouse
23.03 Consent of Musick, Peeler & Garrett, LLP (Contained in EXHIBIT 5)
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EXHIBIT 5
November 20, 1998
Board of Directors
Haskel International, Inc.
100 East Graham Place
Burbank, California 91502
Re: 1,600,000 Class A Common Shares,
No Par Value, of Haskel International, Inc.
Gentlemen:
We have acted as counsel to Haskel International, Inc., a
California corporation (the "Company"), in connection with the filing of the
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the 1,600,000 shares of the Company's Class A Common Stock, No Par
Value issuable pursuant to the Company's 1998 Long-Term Performance Incentive
Plan (the "Plan"). In rendering the opinion expressed below, we have reviewed
such matters, documents and law as we have deemed necessary for purposes of this
opinion. Based on and subject to the foregoing, it is our opinion that the
shares of Class A Common Stock, when issued in accordance with the Plan, will be
legally issued, fully paid and non-assessable.
We do not find it necessary for purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the sale of the Class A
Common Stock. This opinion is limited to the General Corporation Law of the
State of California.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to all references to our firm in the
Registration Statement.
Very truly yours,
\s\ MUSICK, PEELER & GARRETT LLP
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MUSICK, PEELER & GARRETT LLP
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EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement of Haskel International, Inc. on Form S-8 of our report
dated July 17, 1998, appearing in the Annual Report on Form 10-K for the year
ended May 30, 1998.
\s\ Deloitte & Touche LLP
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Los Angeles, California
November 20, 1998
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EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
July 17, 1998, included in Haskel International, Inc.'s Form 10-K for the year
ended May 30, 1998 and to all references to our name included in this
Registration Statement.
\s\ Price Waterhouse
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Price Waterhouse
Chartered Accountants
and Registered Auditors
Newcastle upon Tyne
United Kingdom
November 20, 1998
