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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
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COHESANT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1775913
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5845 West 82nd Street
Indianapolis, Indiana 46278
(Address of principal executive offices)
COHESANT TECHNOLOGIES INC.
(AND SUBSIDIARIES)
EMPLOYEE 401(k) PROFIT SHARING PLAN
(Full title of the plan)
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Dwight D. Goodman, President and Chief Executive Officer
Cohesant Technologies Inc.
5845 West 82nd Street
Indianapolis, Indiana 46278
(317) 875-5592
(Name, address, and telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
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<S> <C> <C> <C> <C>
Common Stock, 250,000 shs.(1) $1.58 (2) $395,000 $109.81(2)
without par value
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Participation (3) _________ _____________ (4)
Interests
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</TABLE>
(1) Maximum number of shares available for purchase under the Plan over next
three years, estimated on prior plan participation.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(4) Pursuant to Rule 457(h)(2), no separate fee is required with respect to the
participation interests.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) Cohesant Technologies, Inc.'s (the "Registrant") Annual Report on
Form 10-KSB for the fiscal year ended November 30, 1997; (b) all reports filed
by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report on Form 10-KSB referred to in
Subsection (a) above; and (c) a description of the Registrant's Common Shares
set forth in the Registrant's Registration Statement on Form SB-2 filed with the
Commission under the Securities Act of 1933, as amended.
All documents subsequently filed by the Registrant and the Cohesant
Technologies, Inc. (and Subsidiaries) Employee 401(k) Profit Sharing Plan (the
"Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and 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 part
hereof of the date of 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
Under the Registrant's Certificate of Incorporation, as amended, no
members of the Board of Directors shall have personal liability to the
Registrant or its stockholders for damages for any breach of duty in such
capacity, except for those breaches and acts or omissions with respect to the
General Corporation Law of the State of Delaware, as from time to time amended,
expressly provides that the indemnification provisions of that Certificate of
Incorporation shall not eliminate or limit such personal liability. The
Registrant shall, to the fullest extent permitted by applicable law, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under applicable law, from and against any and all of
the expenses,
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liabilities, or other matters referred to in or covered by the indemnifications
provisions of the General Corporation Law of the State of Delaware, and the
indemnification provided by the Certificate of Incorporation shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, as to action in such persons official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
Under the Registrant's Bylaws, the Board of Directors may, in its
discretion, impose in general or particular cases that the Registrant shall
indemnify any person who is threatened to be made a party to an action or
proceeding, civil or criminal, except an action by or in the right of any other
corporation, of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise which any director or
officer of the Registrant served in any capacity at the request of the
Registrant, by reason of the fact that he, his testator or inteste, was a
director or officer of the Registrant or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein if he
acted in good faith in a manner reasonably believed to be in or not opposed to
the best interest of the Registrant, and, in the case of a criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and the
Registrant may pay, the advance of final disposition of any such action or
proceeding, expenses incurred by such person in defending such action or
proceeding.
The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director or officer against any liability asserted
against him and incurred by him in any such capacity, arising out of his status
as such, whether or not the Registrant would have the power to indemnify him
against such liability under the provisions of the Certificate of Incorporation,
the Bylaws or the General Corporation Law of the State of Delaware or otherwise.
Any indemnification made by the Registrant shall be authorized in a
specific case upon a determination that the indemnification of the director,
officer, employee or agent as proper in the circumstances because he had met the
applicable standard of conduct set forth by applicable law. Such determination
shall be made by (1) a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (2) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders.
The Registrant maintains liability insurance for all of its directors
and officers. This insurance also insures the Registrant against amounts payable
to indemnify directors and officers, subject to policy limits and retention
amounts.
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Item 7. EXCEPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the Exhibit
Index on page 7 of 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;
(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 Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 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.
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(b) 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 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 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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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, there unto duly
authorized, in the City of Indianapolis, State of Indiana, on the 11th day of
November, 1998.
Cohesant Technologies, Inc.
By: /s/ Dwight D. Goodman
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Dwight D. Goodman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below on the 11th day of November, 1998
by the following persons in the capacities indicated:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Morton A. Cohen
- -------------------
Morton A. Cohen Chairman November 11, 1998
/s/ Dwight D. Goodman
- ---------------------
Dwight D. Goodman President and Chief Executive Officer November 11, 1998
Director
/s/ Michael Boeckman
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Michael Boeckman Director November 11, 1998
/s/ Morris Wheeler
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Morris Wheeler Director November 11, 1998
/s/ Richard Immerman
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Richard Immerman Director November 11, 1998
/s/ Robert W. Pawlak
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Robert W. Pawlak Chief Financial Officer and Secretary November 11, 1998
(Chief Accounting Officer)
</TABLE>
The Plan.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis, State of
Indiana, on the 11th day of November, 1998.
COHESANT TECHNOLOGIES INC. (and Subsidiaries)
EMPLOYEE 401(K) PROFIT SHARING PLAN
By: Cohesant Technologies Inc., Plan Administrator
By: /s/ Dwight D. Goodman
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Dwight D. Goodman, President and
Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as
to the legality of Common Stock being registered
23.1 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co.,
L.P.A.(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
</TABLE>
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EXHIBIT 5.1
November 11, 1998
Cohesant Technologies, Inc.
5845 West 82nd Street
Indianapolis, Indiana 46278
Ladies and Gentlemen:
In connection with the filing by Cohesant Technologies Inc. (the
"Company"), with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to a maximum
of 250,000 shares of Common Stock, $0.001 par value (the "Shares") of the
Company issuable under the Cohesant Technologies Inc. (and Subsidiaries)
Employee 401(k) Profit Sharing Plan (the "Plan"), and the participation
interests to be offered or sold under the Plan, we have examined the following:
1. The Certificate of Incorporation of the Company, as
amended, and the By-Laws of the Company, as amended, each as currently
in effect;
2. The records relating to the organization of the Company and
such other records of corporate proceedings and such other documents as
we deemed it necessary to examine as a basis for the opinions
hereinafter expressed;
3. The Registration Statement on Form S-8 (including Exhibits
thereto); and
4. Copies of the Plan, and the records of the proceedings of
the Board of Directors and shareholders of the Company relating to the
adoption and approval thereof.
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Based upon that examination, we are of the opinion that:
A. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
B. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A.
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KAHN, KLEINMAN, YANOWITZ & ARNSON CO., L.P.A.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 20, 1997,
included in Cohesant Technologies Inc.'s Form 10-KSB for the year ended November
30, 1997.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Indianapolis, Indiana
November 11, 1998
