As filed with the Securities and Exchange Commission on May 29, 1996.
Registration No. 333-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SAFETY COMPONENTS INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 33-0596831
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
3190 Pullman Street
Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
----------------
SAFETY COMPONENTS INTERNATIONAL, INC.
1994 STOCK OPTION PLAN
(Full title of the Plan)
----------------
Robert A. Zummo
Chairman of the Board, President and
Chief Executive Officer
Safety Components International, Inc.
3190 Pullman Street
Costa Mesa, California 92626
(714) 662-7756
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
Jeffry S. Hoffman, Esq.
Shereff, Friedman, Hoffman
& Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Price Aggregate Amount of
to be Registered to be Registered(1) Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$0.01 per share 400,000 shares $21.73(2) $5,231,368.12(2) $1,803.92
==============================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), with options for 153,875 shares having been
granted at an exercise price of $10.00 per share, options for 40,000
shares having been granted at an exercise price of $11.00 per share,
options for 4,500 shares having been granted at an exercise price of
$21.00 per share, options for 8,000 shares having been granted at an
exercise price of $19.50 per share, options for 30,000 shares having been
granted at an exercise price of $19.75 per share, options for 10,000
shares having been granted at an exercise price of $21.73 per share,
options for 25,000 shares having been granted at an exercise price of
$17.13 per share, options for 10,000 shares having been granted at an
exercise price of $19.88 per share, options for 2,000 shares having been
granted at an exercise price of $14.38 per share, options for 4,500 shares
having been granted at an exercise price of $14.88 per share, options for
81,999 shares having been granted at an exercise price of $12.88 per
share, options for 10,000 shares having been granted at an exercise price
of $14.17 per share, and the remaining 20,126 shares on the basis of the
average of the high and low sale prices of the Registrant's Common Stock
as quoted on the Nasdaq National Market on May 22, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by Safety Components
International, Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 (the "1995 Form 10-K") which is the Registrant's latest
Annual Report on Form 10-K filed pursuant to Section 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods
ended June 30, 1995, September 30, 1995 and December 31, 1995.
(c) The description of the Registrant's Common Stock, par value
$0.01 per share, which is contained in a Registration Statement on Form 8-A
filed with the Commission under Section 12 of the Exchange Act on April 20,
1994.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates 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 to be a part hereof from the time of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") and the Amended and Restated Certificate of
Incorporation, as amended (the "Certificate") of the Registrant. Among other
things, the DGCL permits indemnification of a director, officer, employee or
agent in civil, criminal, administrative or investigative actions, suits or
proceedings (other than an action by or in the right of the corporation) to
which such person is a party or is threatened to be made a party by reason of
the fact of such relationship with the corporation or the fact that such
person is or was serving in a similar capacity with another entity
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<PAGE>
at the request of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
No indemnification may be made in respect of any such claim, issue or matter
to any person adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which the action
was brought determines that, despite the adjudication of liability, such
person is under all circumstances, fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper. Under the DGCL, to the
extent that a director, officer, employee or agent is successful, on the
merits or otherwise, in the defense of any action, suit or proceeding or any
claim, issue or matter therein (whether or not the suit is brought by or in
the right of the corporation), he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him. In all
cases in which indemnification is permitted (unless ordered by a court), it
may be made by the corporation only as authorized in the specific case upon a
determination that the applicable standard of conduct has been met by the
party to be indemnified. The determination must be made by a majority vote of
a quorum consisting of the directors who were not parties to the action or, if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the shareholders. The statute authorizes the corporation to pay
expenses incurred by an officer or director in advance of a final disposition
of a proceeding upon receipt of an undertaking by or on behalf of the person
to whom the advance will be made, to repay the advances if it shall ultimately
be determined that he was not entitled to indemnification. The DGCL provides
that indemnification and advances of expenses permitted thereunder are not to
be exclusive of any rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The DGCL also
authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether
the corporation would have the statutory power to indemnify such persons
against the liabilities insured.
The Certificate provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of the
DGCL, (iv) for any transaction from which the director derived an improper
personal benefit or (v) for any act or omission occurring prior to the date
when such provision became effective.
In addition, the Certificate provides that directors, officers and
others shall be indemnified to the fullest extent authorized by the DGCL, as
in effect (or, to the extent indemnification is broadened, as it may be
amended), against any and all expense, liability and loss (including
settlement) reasonably incurred or suffered by such person in connection with
such service. The Certificate further provides that, to the extent permitted
by law, expenses so incurred by any such person in defending any such
proceeding shall, at his request, be paid by the Registrant in advance of the
final disposition of such action or proceeding.
The Certificate provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may
have or acquire under any law, provision of by-laws or otherwise.
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<PAGE>
The Registrant maintains directors and officers liability and
company reimbursement insurance which, among other things (i) provides for
payment on behalf of its officers and directors against loss as defined in the
policy stemming from acts committed by directors and officers in their
capacity as such and (ii) provides for payment on behalf of the Registrant
against such loss but only when the Registrant shall be required or permitted
to indemnify directors or officers for such loss pursuant to statutory or
common law or pursuant to duly effective Certificate or by-law provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this registration
statement:
4.1 Safety Components International, Inc. 1994 Stock Option Plan
(incorporated by reference to Exhibit 10.6 of Amendment No.
3 to the Registrant's Registration Statement on Form S-1,
filed with the Commission on April 20, 1994).
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP
(included in Exhibit 5.1).
24 Power of Attorney (included in signature page to this
registration statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
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<PAGE>
(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 (a)(1)(i) and (ii) do not
apply if the registration statement is on Form S-3 or S-8 and 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 Securities
Exchange Act of 1934 that are incorporated by reference in the
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.
(b) The undersigned Registrant hereby undertakes that, for the 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) 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
Act 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 Act
and will be governed by the final adjudication of such issue.
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<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 Costa Mesa, State of California, on
this 29th day of May, 1996.
SAFETY COMPONENTS INTERNATIONAL, INC.
By:/s/ Robert A. Zummo
-----------------------------------------
Robert A. Zummo
President, Chief Executive Officer and Chairman
of the Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Robert A. Zummo and W. Hardy
Myers, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
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, hereby ratifying and confirming
all that said attorneys-in-fact or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert A. Zummo President, Chief Executive Officer and
- ----------------------------- Chairman of the Board of Directors May 29, 1996
Robert A. Zummo (Principal Executive Officer)
/s/ Joseph J. DioGuardi
- -----------------------------
Joseph J. DioGuardi Director May 29, 1996
/s/ Francis X. Suozzi
- -----------------------------
Francis X. Suozzi Director May 29, 1996
/s/ Robert J. Torok
- ----------------------------- Director May 29, 1996
Robert J. Torok
/s/ W. Hardy Myers Chief Financial Officer and Treasurer
- ----------------------------- (Principal Financial and Accounting May 29, 1996
W. Hardy Myers Officer)
</TABLE>
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<PAGE>
SAFETY COMPONENTS INTERNATIONAL, INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
-------------
Sequentially
Numbered
Exhibit Page
- ------- ----
4.1 Safety Components International, Inc. 1994 Stock
Option Plan (incorporated by reference to Exhibit
10.6 of Amendment No. 3 to the Registration
Statement on Form S-1 of Safety Components
International, Inc., filed with the Securities and
Exchange Commission on April 20, 1994).
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP
(included in Exhibit 5.1).
24 Power of Attorney (included in signature page to
this registration statement).
- 7 -
May 29, 1996
Safety Components International, Inc.
3190 Pullman Street
Costa Mesa, California 92626
Ladies and Gentlemen:
On the date hereof, Safety Components International, Inc., a
Delaware corporation (the "Company"), intends to transmit for filing with the
Securities and Exchange Commission a Registration Statement on Form S-8 (the
"Registration Statement"), relating to 400,000 shares (the "Shares") of common
stock, par value $.01 per share, of the Company which may be offered from time
to time pursuant to the Company's 1994 Stock Option Plan (the "Plan"). This
opinion is an exhibit to the Registration Statement.
We have at times acted as counsel to the Company with
respect to certain corporate and securities matters, and in such capacity we
are familiar with the various corporate and other proceedings taken by or on
behalf of the Company in connection with the proposed offer and sale of the
Shares as contemplated by the Registration Statement. However, we are not
general counsel to the Company and would not ordinarily be familiar with or
aware of matters relating to the Company unless they are brought to our
attention by representatives of the Company. We have examined copies (in each
case signed, certified or otherwise proven to our satisfaction to be genuine)
of the Company's Certificate of Incorporation and all amendments thereto, its
By-Laws as presently in effect, minutes and other instruments evidencing
actions taken by its directors and stockholders, the Plan and such other
documents and instruments relating to the Company and the proposed offering as
we have deemed necessary under the circumstances. In our examination of all
such agreements, documents, certificates and instruments, we have assumed the
genuineness of all signatures and the authenticity of all agreements,
documents, certificates and instruments submitted to us as originals and the
conformity with the originals of all agreements, instruments, documents and
certificates submitted to us as copies. Insofar as this opinion relates to
securities to be issued in the future, we have
<PAGE>
Safety Components International, Inc.
May 29, 1996
Page 2
assumed that all applicable laws, rules and regulations in effect at the time
of such issuance are the same as such laws, rules and regulations in effect as
of the date hereof.
We note that we are members of the Bar of the State of New
York and that we are not admitted to the Bar in the State of Delaware. To the
extent that the opinions expressed herein involve the law of the State of
Delaware, such opinions are based solely upon our reading of the Delaware
General Corporation Law.
Based on the foregoing, and subject to and in reliance on
the accuracy and completeness of the information relevant thereto provided to
us, it is our opinion that the Shares to be issued pursuant to the Plan
(including upon the proper exercise of options granted pursuant to the Plan)
have been duly authorized and, subject to the effectiveness of the
Registration Statement and compliance with applicable state securities laws,
when issued in accordance with the terms set forth in the Plan and in option
agreements executed pursuant to the terms of the Plan, will be legally and
validly issued, fully paid and nonassessable.
It should be understood that nothing in this opinion is
intended to apply to any disposition of the Shares which any participant in
the Plan might propose to make.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and as an exhibit to any filing made by
the Company under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the
filing of the Registration Statement, and is not to be used, circulated,
quoted or otherwise relied upon for any other purpose, except as expressly
provided in the preceding paragraph, without our express written consent, and
no party other than you is entitled to rely on it. This opinion is rendered to
you as of the date hereof and we undertake no obligation to advise you of any
change, whether legal or factual, after the date hereof.
Very truly yours,
/s/ SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
-----------------------------------------------
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
SFH&G, LLP:RAG:SMZ:KLL
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 1, 1995, except as to Note 12,
which is as of May 18, 1995 appearing on page F-2 of Safety Components
International, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1995.
/s/ Price Waterhouse LLP
--------------------
PRICE WATERHOUSE LLP
May 28, 1996
Costa Mesa, California
