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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.
1994 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
-----------------------
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)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 250,000 shs. $1.5625(1) $390,625(1) $115.23(1)
$.001 par value
- -------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
</TABLE>
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (a) the Registrant's Annual Report on Form 10-KSB for the
year ended November 30, 1997; (b) all reports filed by the Registrant pursuant
to Sections 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.
All documents subsequently filed by the Registrant 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 from 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 shareholders for damages for any breach of duty in such
capacity, except for those breaches and acts or omissions with respect to which
the General Corporation Law of the State of Delaware, as from time to time
amended, expressly provides that the indemnification provisions of the
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, 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 in 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, both as to action in such persons official
capacity and as to action in another
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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 o the
benefit of the heirs, executors and administrators of such person.
Under the Registrant's By-Laws, 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 judgements, 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 he reasonably believed to be in or not opposed
to the best interests 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, in advance of final disposition of any such action or
proceeding, expenses incurred by such person in defending such action or
proceeding. In addition, under the Registrant's By-Laws, the Board of Directors
may, in its discretion, impose in general or particular cases that the Company
shall indemnify any person made a party to an action by or in the right of the
Company to procure a judgment in its favor, by reason of the fact that he, his
testator or inteste, is or was a director or officer of the Registrant, against
the reasonable expenses, including attorneys' fees actually and necessarily
incurred by him in connection with an appeal therein and the Registrant may pay,
in 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, or arising our 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
the specific case upon a determination that the indemnification of the director,
officer, employee or agent is proper in the circumstances because he has bet 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 thought 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. EXEMPTION 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.
(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
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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, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on the 27th day of
February, 1998.
COHESANT TECHNOLOGIES INC.
By: /s/ Dwight D. Goodman
-------------------------------
Dwight D. Goodman, President, Chief Executive
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 27th day of February, 1998
by the following persons in the capacities indicated.
Morton A. Cohen, Chairman
Dwight Goodman, President and Chief Executive Officer, Chief Financial
Officer and Director
Michael Boeckman, Director
Morris Wheeler, Director
Richard Immerman, Director
Robert W. Pawlak, Controller and Secretary (Chief Accounting Officer)
The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 pursuant to Powers of Attorney executed by the above-named
Officers and Directors of the Registrant and which are being filed herewith with
the Securities and Exchange Commission on behalf of such officers and directors.
By: /s/ Dwight D. Goodman
----------------------------------
Dwight D. Goodman, Attorney-in-fact
Date: February 27, 1998
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COHESANT TECHNOLOGIES INC.
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co.,
L.P.A., as to the legality of shares 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
24.1 Powers of Attorney of Directors and Officers
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EXHIBIT 5.1
[KAHN, KLEINMAN, YANOWITZ & ARNSON CO., L.P.A. LETTERHEAD]
February 27, 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 Common Shares, $0.001 par value (the "Shares") of the Company to be
issued under the Cohesant Technologies Inc. 1994 Employee Stock Option Plan (the
"Plan"), we have examined the following:
1. The Certificate of Incorporation of the Company, as
corrected 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.
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.
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Cohesant Technologies Inc.
Page 2
February 27, 1998
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.
--------------------------------------------------
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, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Indianapolis, Indiana,
February 26, 1998.
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EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS AND OFFICERS
KNOW ALL MEN BY THESE PRESENTS, that Cohesant Technologies Inc., a
Delaware corporation and each of the undersigned Directors and/or officers of
Cohesant Technologies Inc. hereby constitutes and appoints Dwight D. Goodman,
Robert Pawlak, Michael A. Ellis and Margaret P. VanBuskirk, and each of them,
their attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and on behalf of Cohesant Technologies Inc. and the
undersigned Directors and/or officers of Cohesant Technologies Inc. and each of
such directors and/or officers, to execute the Cohesant Technologies Inc.'s
Registration Statement on Form S-8 relating to the Common Shares to be issued
under the Cohesant Technologies Inc. 1994 Employee Stock Option Plan and any and
all documents and post-effective amendments thereto and to file the same, with
Exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and
confirming all that such attorneys-in-fact and agents or their substitutes may
do or cause to be done by virtue hereof.
This Power of Attorney of Cohesant Technologies Inc. and the Directors
and/or officers of Cohesant Technologies Inc. may be executed in multiple
counterparts, each of which shall be deemed an original with respect to the
person executing it.
IN WITNESS WHEREOF, this Power of Attorney has been signed this 27th
day of February, 1998.
COHESANT TECHNOLOGIES INC.
By: /s/ Dwight Goodman
----------------------------------
Dwight Goodman, President and Chief
Executive Officer
DIRECTORS AND OFFICERS:
/s/ Morton Cohen /s/ Dwight D. Goodman
- ----------------------------- ---------------------------------
Morton Cohen, Dwight D. Goodman,
Chairman of the Board President, Chief Executive Officer, Chief
Financial Officer and Director
/s/ Michael Boeckman /s/ Morris Wheeler
- ----------------------------- ---------------------------------
Michael Boeckman, Morris Wheeler,
Director Director
/s/ Richard Immerman /s/ Robert W. Pawlak
- ----------------------------- ---------------------------------
Richard Immerman, Controller and Secretary
Director
