As filed with the Securities and Exchange Commission Commission on April 17,1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TECHNICAL CHEMICALS AND PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________
Florida 65-0308922
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3341 S.W. 15th Street,
Pompano Beach, Florida 33069
(954) 979-0400
(Address, including zip code, telephone number,
including area code, of Registrant's principal executive offices)
______________________
TECHNICAL CHEMICALS AND PRODUCTS,INC.
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
Nonstatutory Stock Option Agreement Between Brian Foremny and The Registrant
Nonstatutory Stock Option Agreement Between Jack Aronowitz and The Registrant
Nonstatutory Stock Option Agreement Between Stuart R. Streger and The Registrant
Nonstatutory Stock Option Agreement Between Martin Gurkin and The Registrant
Nonstatutory Stock Option Agreement Between John Pippert and The Registrant
Nonstatutory Stock Option Agreement Between Kathryn Harrigan and The Registrant
Nonstatutory Stock Option Agreement Between Clayton Rautbord and The Registrant
Nonstatutory Stock Option Agreement Between Colin A. Morris and The Registrant
Nonstatutory Stock Option Agreement Between Frank Kochinke and The Registrant
Nonstatutory Stock Option Agreement Between Bob Bachkosky and The Registrant
Nonstatutory Stock Option Agreement Between Joel Mitchen and The Registrant
Nonstatutory Stock Option Agreement Between Brett Miller and The Registrant
Nonstatutory Stock Option Agreement Between Allen Piedmont and The Registrant
Nonstatutory Stock Option Agreement Between Jeff Bolts and The Registrant
Nonstatutory Stock Option Agreement Between Howard Goldman and The Registrant
Nonstatutory Stock Option Agreement Between Steve Miller and The Registrant
Nonstatutory Stock Option Agreement Between Stephen Dresnick and The Registrant
Nonstatutory Stock Option Agreement Between Gregory Candelmo and The Registrant
Nonstatutory Stock Option Agreement Between James Drummond and The Registrant
Nonstatutory Stock Option Agreement Between Martin Epstein and The Registrant
Nonstatutory Stock Option Agreement Between Jerry Foster and The Registrant
Nonstatutory Stock Option Agreement Between Allyson Spaulding and The Registrant
Nonstatutory Stock Option Agreement Between Marcie Tiso and The Registrant
Nonstatutory Stock Option Agreement Between Mark Morin and The Registrant
Nonstatutory Stock Option Agreement Between Robert Simons and The Registrant
Nonstatutory Stock Option Agreement Between Lori Halliday and The Registrant
Nonstatutory Stock Option Agreement Between Keith Herring and The Registrant
Nonstatutory Stock Option Agreement Between Peter Giavatto and The Registrant
Nonstatutory Stock Option Agreement Between Jarrett Hess and The Registrant
Nonstatutory Stock Option Agreement Between Lamont Robinson and The Registrant
Nonstatutory Stock Option Agreement Between Shawn Holmes and The Registrant
Nonstatutory Stock Option Agreement Between Kiyoko Chastain and The Registrant
Nonstatutory Stock Option Agreement Between Luis Leguillou and The Registrant
Nonstatutory Stock Option Agreement Between Bonilyn Brown and The Registrant
Nonstatutory Stock Option Agreement Between William Pfister and The Registrant
______________________
(Full titles of the plans)
Jack L. Aronowitz
Chairman of the Board of Directors, President, Chief Executive Officer
Technical Chemicals And Products, Inc.
3341 S.W. 15th Street,
Pompano Beach, Florida 33069
(954) 979-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Steven D. Rubin, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
MIami, Florida 33130
(305) 789-3517
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be registered Registered offering price per share(1) aggregate offering price(1) Registration fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,$.10 par value 1,596,500 shares $ 9.75 $15,565,875 $4,591.93
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee on the
basis of the average of the high and low sale prices for the Common Stock
of the Registrant on April 14, 1998, as reported by the NASDAQ Stock
Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Technical Chemicals and Products, Inc.
("the Registrant") with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934 as ammended (the "Exchange
Act",) are incorporated by reference herein:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, dated January 20, 1995, including
any report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 into this Registration Statement and to be a
part hereof from the date of the filing of such 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.
Section 607.0831 of the Florida Business Corporation Act (the "Florida
Act") provides that a director is not personally liable for monetary
damages to the corporation or any person for any statement, vote, decision
or failure to act regarding corporate management or policy by a director,
unless: (a) the director breached or failed to perform his duties as a
director; and (b) the director's breach of, or failure to perform, those
duties constitutes: (i) a violation of criminal law unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful; (ii) a transaction from which
the director derived an improper personal benefit, either directly or
indirectly; (iii) a circumstance under which the director is liable for an
improper distribution; (iv) in a proceeding by, or in the right of the
corporation to procure a judgement in its favor or by or in the right of a
shareholder, conscious disregard for the best interests of the corporation,
or willful misconduct; or (v) in a proceeding by or in the right of someone
other than the corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property.
Section 607.0850 of the Florida Act provides that a corporation shall
have the power to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he is or was a director, officer or employee or
agent of the corporation against liability incurred in connection with such
proceeding if he 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, had no reasonable cause
to believe his conduct was unlawful. Section 607.0850 also provides that a
corporation shall have the power to indemnify any person, who was or is a
party to any proceeding by, or in the right of, the corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, against expenses
and amounts paid in settlement not exceeding, in the judgement of the board
of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including any appeal thereof. Section
607.0850 further provides that such indemnification shall be authorized 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, except
that no indemnification shall be made under this provision in respect of
any claim issue, or matter as to which such person shall have been adjudged
to be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability, but
in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper. Section 607.0850 further provides that to the extent that a
director, officer, employee or agent has been successful on the merits or
otherwise in defense of any of the foregoing proceedings, or in defense of
any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith.
Under Section 607.0850, any indemnification under the foregoing provisions,
unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a determination
that the indemnification of the director, officer, employee or agent is
proper under the circumstances because he has met the applicable standard
of conduct. Notwithstanding the failure of a corporation to provide such
indemnification, and despite any contrary determination by the corporation
in a specific case, a director, officer, employee or agent of the
corporation who is or was a party to a proceeding may apply for
indemnification to the appropriate court and such court may order
indemnification if it determines that such person is entitled to
indemnification under the applicable standard.
Section 607.0850 also provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was
director, officer, employee or agent of the corporation against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under provisions of
Section 607.0850.
The Registrant's Articles of Incorporation provide that it shall
indemnify its officers and directors and former officers and directors to
the full extent permitted by law.
The Registrant's directors and officers are covered by insurance
policies indemnifying them against certain liabilities under the federal
securities laws (other than liability under Section 16(b) of the Exchange
Act), which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in the opinion filed as exhibit 5.1)
24.1 Power of Attorney (included in the signatire page of this Registration Statement)
</TABLE>
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;
(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 (a)(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 the Registration Statement.
(2) 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 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 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at 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 SEC such indemnification
is against public policy as expressed in the Securities Act of 1933, as ammended
("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.
<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 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 Fort Lauderdale, State of Florida, this 14 day of
April 1998.
TECHNICAL CHEMICALS AND PRODUCTS, INC.
/s/ Jack L. Aronowitz
_______________________________________
Jack L. Aronowitz
Chairman of the Board of Directors
President and Chief Executive Officer
The undersigned directors and officers of Technical Chemicals and Products,
Inc. hereby constitute and appoint Jack L. Aronowitz and Stuart R. Streger, and
each of them with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys in fact with full
power to execute in our name and behalf in the capacities indicated below this
Registration Statement on Form S-8 and any and all ammendments thereto and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and hereby ratify and
confirm all that such attorneys in fact, or any of them, or their substitutes
shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this 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/ Jack L. Aronowitz Chairman of the Board of Directors April 14, 1998
_____________________ President and Chief Executive Officer
Jack L. Aronowitz (Principal Executive Officer)
/s/ Martin Gurkin Senior Vice President, April 14, 1998
_____________________ Chief Operating Officer and Director
Martin Gurkin
/s/Stuart R. Streger Vice President, Chief Financial April 14, 1998
_____________________ Officer( Principal Officer and
Stuart R. Streger Principal Accounting Officer)
/s/ Kathryn R. Harrigan Director April 14, 1998
_____________________
Kathryn R. Harrigan
/s/ Clayton Rautbord Director April 14, 1998
_____________________
Clayton Rautbord
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
<S> <C>
5.1 Opinion Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in the opinion filed as exhibit 5.1)
24.1 Power of Attorney (included in the signatire page of this Registration Statement)
</TABLE>
Consent of Independent Certified Accountants
We Consent to the reference to our firm in the Registration Statement (Form S-8
dated April 14, 1998) pertaining to the Technical Chemicals and Products, Inc.
Amended and Restated 1992 Stock Option Plan and to the incorporation by
reference therein of our report dated February 10, 1998 with respect to the
consolidated financial statements and schedule of Technical Chemicals and
Products, Inc. included in its Annual Report(Form 10K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Miami, Florida
April 14, 1998
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
LAW OFFICES
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
_________
MIAMI (305) 789-3200 BROWARD (954) 463-5440
FAX (305) 789-3395
<TABLE>
<CAPTION>
--------------------------- ----------------------------- --------------------------------- ---------------------------------
<S> <C> <C> <C>
E. RICHARD ALHADEFF RICHARD B. JACKSON GLENN M. RISSMAN OWEN S. FREED
LOUISE JACOWITZ ALLEN THEODORE A. JEWELL CARL D. ROSTON SENIOR COUNSEL
STUART D. AMES MICHAEL I. KEYES DAVID A. ROTHSTEIN
LAWRENCE J. BAILIN TEDDY D. KLINGHOFFER BETTY CHANG ROWE DAVID M. SMITH
PATRICK A. BARRY ROBERT T. KOFMAN STEVEN D. RUBIN LAND USE CONSULTANT
AMANDA C. BARRY THOMAS A. LASH CLAIRE SAADY
SHAWN BAYNE PAUL TAGER LEHR MIMI L. SALL
LISA K. BENNETT VERNON L. LEWIS NICOLE S. SAYFIE TAMPA OFFICE
SUSAN FLEMING BENNETT WENDELL T. LOCKE RICHARD E. SCHATZ SUITE 2200
LISA K. BERG KEVIN B. LOVE LESTER E. SEGAL SUNTRUST FINANCIAL CENTRE
MARK J. BERNET JOY SPILLIS LUNDEEN JAY B. SHAPIRO 401 EAST JACKSON STREET
HANS C. BEYER GEOFFREY MacDONALD MARTIN S. SIMKOVIC TAMPA, FLORIDA 33602
MARTIN G. BURKETT MICHAEL C. MARSH CURTIS H. SITTERSON
CLAIRE BAILEY CARRAWAY BRIAN J. McDONOUGH RONNI D. SOLOMON (813) 223-4800
ELLEN I. CHO ANTONIO R. MENENDEZ MARK D. SOLOV
SETH THOMAS CRAINE FRANCISCO J. MENENDEZ EUGENE E. STEARNS
PETER L. DESIDERIO ALISON W. MILLER JENNIFER D. STEARNS FORT LAUDERDALE OFFICE
MARK P. DIKEMAN VICKI LYNN MONROE BRADFORD SWING SUITE 1900
SHARON QUINN DIXON HAROLD D. MOOREFIELD, JR. SUSAN J. TOEPFER 200 EAST BROWARD BOULEVARD
ALAN H. FEIN JOHN N. MURATIDES ANNETTE TORRES FORT LAUDERDALE, FLORIDA 33301
ANGELO M. FILIPPI JOHN K. OLSON DENNIS R. TURNER
ANDREA F. FISHER ROBERT C. OWENS RONALD L. WEAVER (954) 462-9500
ROBERT E. GALLAGHER, JR. JAY P. W. PHILP ROBERT I. WEISSLER
CHAVA E. GENET DARRIN J. QUAM PATRICIA G. WELLES
LATASHA A. GETHERS NICOLE R. RAMIREZ THOMAS H. WILLIAMS, JR.
PATRICIA K. GREEN JOHN M. RAWICZ MARTIN B. WOODS
JOSEPH K. HALL PATRICIA A. REDMOND
ALICE R. HUNEYCUTT ELIZABETH G. RICE
--------------------------- ----------------------------- --------------------------------- ---------------------------------
</TABLE>
April 17, 1998
Mr. Jack L. Aronowitz
Chairman of the Board of Directors, President
and Chief Executive Officer
Technical Chemicals and Products, Inc.
3341 S.W. 15th Street
Pompano Beach, Florida 33069
Dear Mr. Aronowitz:
We have acted as counsel for Technical Chemicals & Products, Inc., a
Florida corporation (the "Company"), with respect to the preparation and filing
with the Securities and Exchange Commission (the "SEC") of a Registration
Statement on Form S-8 (the "Registration Statement") covering 1,596,500 shares
(the "Shares") of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), issuable upon the exercise of options available for grant under
the Company's 1992 Stock Option Plan (the "Plan") and a series of Nonstatutory
Stock Option Agreements (collectively, the "Option Agreements"), between the
Company and the following individuals:
Brian Foremny Jack Aronowitz Stuart R. Streger
Martin Gurkin John Pippert Kathryn Harrigan
Clayton Rautbord Colin Morris Frank Kochinke
Bob Bachkosky Joel Mitchen Brett Miller
Allen Piedmont Jeff Bolts Howard Goldman
Steve Miller Stephen Dresnick Gregory Candelmo
James Drummond Martin Epstein Jerry Foster
Allyson Spaulding Marcie Tiso Mark Morin
Robert Simons Lori Halliday Keith Herring
Peter Giavatto Jarrett Hess Lamont Robinson
Shawn Holmes Kiyoko Chastain Luis Leguillou
Bonilyn Brown William Pfister.
In connection with our opinion, we have examined: (i) the Registration
Statement, including all exhibits thereto, as filed with the SEC; (ii) the
Articles of Incorporation and Bylaws, as amended, of the Company; and (iii) such
other documents, certificates and proceedings as we have considered necessary or
appropriate for the purposes of this opinion. We have also examined and are
familiar with the proceedings taken by the Company to authorize the issuance of
the Shares pursuant to the Plan.
In rendering this opinion, we have undertaken no independent review of the
operations of the Company. Instead, we have relied solely upon the documents
described above. In examining such documents, we have assumed, without
independent investigation: (i) the authenticity of all documents submitted to us
as originals; (ii) the conformity to original documents of all documents
submitted to us as certified or photostatic copies; (iii) the authenticity of
the originals of such latter documents; (iv) that all factual information
supplied to us is accurate, true and complete; and (v) the genuineness of all
signatures. In addition, as to questions of fact material to the opinions
expressed herein, we have relied upon the accuracy of: (i) all representations
and warranties as to factual matters contained in any of the documents submitted
to us for purposes of rendering the opinion; and (ii) factual recitals made in
the resolutions adopted by the Board of Directors of the Company. We express no
opinion as to federal securities laws or the "blue sky" laws of any state or
jurisdiction.
Based upon the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares registered under the
Registration Statement which are issuable upon the exercise of stock options to
be granted pursuant to the Plan and the Option Agreements, will, if and when
issued and delivered by the Company against payment of adequate consideration
therefor in accordance with the Plan and the Option Agreements, be validly
issued, fully paid and non-assessable.
This opinion is intended solely for the Company's use in connection with
the registration of the Shares and may not be relied upon for any other purpose
or by any other person. This opinion may not be quoted in whole or in part or
otherwise referred to or furnished to any other person except in response to a
valid subpoena. This opinion is limited to the matters expressly stated herein,
and no opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion is rendered as of the date hereof, and we assume no
obligation to update or supplement such opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in facts
or law that may hereafter occur. We hereby consent to the inclusion of this
opinion letter as an exhibit to the Registration Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
