<PAGE>
As filed with the Securities and Exchange Commission on November 25, 1996
============================================================================
Registration No. 333-
==========================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
TIVOLI INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------------------
CALIFORNIA 95-2786709
(State of Incorporation) (I.R.S. Employer Identification No.)
-----------------------------
1513 East St. Gertrude Place
Santa Ana, CA 92701
(Address and telephone number of principal executive offices)
-----------------------------
STOCK GRANTS TO
RICHARD STAHL,
DANIEL DAVIS AND NEIL KOMAI
(Full title of the plans)
Terrence C. Walsh, President
Tivoli Industries, Inc.
1513 East St. Gertrude Place
Santa Ana, CA 92702
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
Andrei M. Manoliu, Esq.
Cooley Godward llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered Offering Price Per Share Aggregate Offering Price Fee
(1) (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 17,150 $1.39 $23,839 $100.00
====================================================================================================================================
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on November 22, 1996, as reported on
the Nasdaq SmallCap Market.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Tivoli Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's annual report on Form 10-KSB for the fiscal year
ended September 30, 1995.
(b) The Company's quarterly report on Form 10-QSB for the quarter ended
December 31, 1995.
(c) The Company's quarterly report on Form 10-QSB for the quarter ended
March 31, 1996.
(d) The Company's quarterly report on Form 10-QSB for the quarter ended
June 30, 1996.
(e) The Company's Proxy Statement for its Annual Meeting of
Shareholders filed on March 1, 1996.
(f) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
reports, the prospectus or the registration statement referred to
in (a) above.
(g) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 317 of the California General Corporation Law, the
Company has certain powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. The Company's Bylaws require the Company to indemnify its
directors and executive officers, and permit the Company to indemnify its other
officers, employees and other agents, to the extent permitted by the California
General Corporation Law. The Bylaws also require the Company to advance, prior
to the final disposition of any proceeding, promptly following request therefor,
all expenses incurred by any director or executive officer in connection with
such proceeding upon receipt of an undertaking by or on behalf of such person to
repay said amounts if it shall be determined ultimately that such person is not
entitled to be indemnified under the Bylaws or otherwise.
The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in California law.
1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Corbin & Wertz.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24 Power of Attorney. Reference is made to the signature page.
99.1 Letter from Terrence C. Walsh to Richard Stahl dated November 22,
1996, outlining terms of stock grant as compensation for services
rendered to the Company.
99.2 Letter from Terrence C. Walsh to Daniel Davis dated November 22, 1996,
outlining terms of stock grant as compensation for services rendered
to the Company.
99.3 Letter from Terrence C. Walsh to Neil Komai dated November 22, 1996,
outlining terms of stock grant as compensation for services rendered
to the Company.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(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;
notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
2
<PAGE>
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.
3
<PAGE>
SIGNATURES
THE REGISTRANT. 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 of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Ana, State of
California, on November 22, 1996.
TIVOLI INDUSTRIES, INC.
By /s/ TERRENCE C. WALSH
----------------------------------------
Terrence C. Walsh
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terrence C. Walsh and Vincent F. Monte,
and each or any one of them, his true and lawful attorney-in-fact and agent,
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
connection therewith, as fully to all intents and purposes 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
4
<PAGE>
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.
SIGNATURE TITLE DATE
/s/ TERRENCE C. WALSH
- ---------------------- President; Chief Executive November 22, 1996
(Terrence C. Walsh) Officer; Director
/s/ VINCENT F. MONTE
- --------------------- Chief Financial Officer (Principal November 22, 1996
(Vincent F. Monte) Financial and Accounting
Officer); Director
/s/ STEVEN J. GOODMAN
- ---------------------- Director November 22, 1996
(Steven J. Goodman)
- ---------------------- Director
(Gerald E. Morris)
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Corbin & Wertz.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24 Power of Attorney. Reference is made to the signature page.
99.1 Letter from Terrence C. Walsh to Richard Stahl, dated November 22, 1996,
outlining terms of stock grant as compensation for services rendered to the
Company.
99.2 Letter from Terrence C. Walsh to Daniel Davis, dated November 22, 1996,
outlining terms of stock grant as compensation for services rendered to the
Company.
99.3 Letter from Terrence C. Walsh to Neil Komai, dated November 22, 1996,
outlining terms of stock grant as compensation for services rendered to the
Company.
</TABLE>
6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
November 22, 1996
Tivoli Industries, Inc.
1513 East St. Gertrude Place
Santa Ana, CA 92705
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Tivoli Industries, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 17,150 shares of the
Company's Common Stock, $.001 par value, pursuant to compensatory arrangements
between the Company and Richard Stahl, Daniel Davis and Neil Komai (the
"Agreements").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Articles of Incorporation and By-laws, as amended, and
such other documents, records, certificates, memoranda and other instruments as
we deem necessary as a basis for this opinion. We have assumed the genuineness
and authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Agreements, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ ANDREI M. MANOLIU
---------------------
Andrei M. Manoliu
AMM:wp
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Tivoli Industries, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 3, 1995 on the financial
statements of Tivoli Industries, Inc. as of and for the year ended September 30,
1995 appearing in the Annual Report on Form 10-KSB of Tivoli Industries, Inc.
for the year ended September 30, 1995.
/s/ Corbin & Wertz
CORBIN & WERTZ
Irvine, California
November 25, 1996
<PAGE>
EXHIBIT 99.1
LETTER FROM TERRENCE C. WALSH TO RICHARD STAHL,
DATED NOVEMBER 22, 1996, OUTLINING TERMS OF STOCK GRANT AS
COMPENSATION FOR SERVICES RENDERED TO THE COMPANY.
November 22, 1996
Mr. Richard Stahl
The Fincom Group, Inc.
747 Third Avenue
10th Floor
New York, NY 10017
RE: Common Stock Grant of Shares of Tivoli Industries, Inc. ("Tivoli")
Dear Mr. Stahl:
Under the terms of the Engagement Agreement between Tivoli and The Fincom Group,
Inc., dated as of November 1, 1995, you agreed to provide certain public
relations services to Tivoli on a consulting basis. This letter will confirm
our understanding that in satisfaction of the remaining financial obligations of
Tivoli to you under such agreement, Tivoli will issue 3,575 shares of its common
stock (the "Shares") to you as of December 1, 1996. The issuance of the Shares
is contingent, however, on the prior filing of a Registration Statement on Form
S-8 which is expected to occur prior to December 1.
If you have any questions, please give me a call.
Sincerely,
Tivoli Industries, Inc.
By: /s/ TERRENCE C. WALSH
---------------------------------------
Terrence C. Walsh
President and Chief Executive Officer
<PAGE>
EXHIBIT 99.2
LETTER FROM TERRENCE C. WALSH TO DANIEL DAVIS,
DATED NOVEMBER 22, 1996, OUTLINING TERMS OF STOCK GRANT AS
COMPENSATION FOR SERVICES RENDERED TO THE COMPANY.
November 22, 1996
Mr. Daniel Davis
The Fincom Group, Inc.
747 Third Avenue
10th Floor
New York, NY 10017
RE: Common Stock Grant of Shares of Tivoli Industries, Inc. ("Tivoli")
Dear Mr. Davis:
Under the terms of the Engagement Agreement between Tivoli and The Fincom Group,
Inc., dated as of November 1, 1995, you agreed to provide certain public
relations services to Tivoli on a consulting basis. This letter will confirm
our understanding that in satisfaction of the remaining financial obligations of
Tivoli to you under such agreement, Tivoli will issue 3,575 shares of its common
stock (the "Shares") to you as of December 1, 1996. The issuance of the Shares
is contingent, however, on the prior filing of a Registration Statement on Form
S-8 which is expected to occur prior to December 1.
If you have any questions, please give me a call.
Sincerely,
Tivoli Industries, Inc.
By: /S/ TERRENCE C. WALSH
---------------------------------------
Terrence C. Walsh
President and Chief Executive Officer
<PAGE>
EXHIBIT 99.3
LETTER FROM TERRENCE C. WALSH TO NEIL KOMAI,
DATED NOVEMBER 22, 1996, OUTLINING TERMS OF STOCK GRANT AS
COMPENSATION FOR SERVICES RENDERED TO THE COMPANY.
November 22, 1996
Mr. Neil Komai
c/o Tivoli Industries, Inc.
1513 East St. Gertrude Place
Santa Ana, CA 92705
RE: Common Stock Grant of Shares of Tivoli Industries, Inc. ("Tivoli")
Dear Mr. Komai:
This letter will confirm our understanding that in consideration of your
employment by Tivoli as Vice President, Engineering, Tivoli will issue 10,000
shares of its common stock (the "Shares") to you as of December 1, 1996. The
issuance of the Shares is contingent, however, on the prior filing of a
Registration Statement on Form S-8 by Tivoli, which is expected to occur prior
to December 1.
If you have any questions, please give me a call.
Sincerely,
Tivoli Industries, Inc.
By: /s/ TERRENCE C. WALSH
---------------------------------------
Terrence C. Walsh
President and Chief Executive Officer
