As filed with the Securities and Exchange Commission
on July 21, 1997
Registration No_____________.
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
Form S-8
Registration Statement
Under
The Securities Act of 1933
Control Devices, Inc.
(Exact name of Registrant as specified in its charter)
Indiana 01-0490335
(State of Incorporation) (IRS Employer
Identification No.)
228 Northeast Road
Standish, Maine 04084
(Address of Principal Executive Offices) (Zip Code)
Control Devices, Inc.
1996 Stock Compensation Plan
(Full title of the plan)
Jeffrey G. Wood
228 Northeast Road
Standish, Maine 04084
(Name and address of agent for service)
(217) 642-0300
(Telephone number, including area code, of agent for service)
Copies to:
Philip L. McCool, Esq.
Sommer & Barnard, PC
4000 Bank One Tower
Indianapolis, Indiana
46204
(317) 630-4000
___________________
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount
class of maximum maximum of
securities Amount offering aggregate registra
to be to be price per offering -tion
registered registered share price fee
------------ ---------- -------- --------- -------
Common Shares,
No par value ........ 300,000 $14.75(1) $4,425,000(1) $1,340.91
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common
Shares reported on the Nasdaq National Market on July 16, 1997.
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Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below, and all documents filed by Registrant
pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the filing 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, are deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Commission on March 14,
1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, filed with the Commission on May 8,
1997; and
(c) The information contained in "Description of Capital Shares"
in the Registrant's Registration Statement on Form S-1 (Reg.
No. 333-09379) filed with the Securities and Exchange
Commission on August 1, 1996 is hereby incorporated by
reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the issuance of the Common Shares registered hereby
will be passed upon for the Registrant by Sommer & Barnard, PC,
Indianapolis, Indiana, counsel for the Registrant.
Item 6. Indemnification of Directors and Officers.
Chapter 37 of the Indiana Business Corporation law, as amended
grants to each Indiana corporation broad powers to indemnify directors,
officers, employees or agents against expenses incurred in certain
proceedings if the conduct in question was found to be in good faith and
was reasonably believed to be in the corporation's best interest. This
statute provides, however, that this indemnification should not be
deemed exclusive of any other indemnification rights provided by the
articles of incorporation, by-laws, resolution or other authorization
adopted by a majority vote of the voting shares then issued and
outstanding. The Registrant's Articles of Incorporation are silent with
respect to indemnification, and the Registrant has not authorized or
entered into any other agreement with respect to indemnification of
officers and directors except Section 7.02 of the Second Amended and
Restated Code of By-Laws of the Registrant which reads as follows:
Clause 7.021. Definitions. Terms defined in Chapter 37 of the
Indiana Business Corporation Law (IND. CODE Section 23-1-37, et seq.) which
are used in this Article 7 shall have the same definitions for purposes
of this Article 7 as they have in such chapter of the Indiana Business
Corporation Law.
Clause 7.022. Indemnification of Directors and Officers. The
Corporation shall indemnify any individual who is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner or trustee of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise whether or not for profit,
against liability and expenses, including attorneys fees, incurred by
him in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, and whether formal or informal, in
which he is made or threatened to be made a party by reason of being or
having been in any such capacity, or arising out of his status as such,
except (i) in the case of any action, suit, or proceeding terminated by
judgment, order, or conviction, in relation to matters as to which he is
adjudged to have breached or failed to perform the duties of his office
and the breach or failure to perform constituted willful misconduct or
recklessness; and (ii) in any other situation, in relation to matters as
to which it is found by a majority of a committee composed of all
directors not involved in the matter in controversy (whether or not a
quorum) that the person breached or failed to perform the duties of his
office and the breach or failure to perform constituted willful
misconduct or recklessness. The Corporation may pay for or reimburse
reasonable expenses incurred by a director or officer in defending any
action, suit, or proceeding in advance of the final disposition thereof
upon receipt of (i) a written affirmation of the director's or officer's
good faith belief that such director or officer has met the standard of
conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by the Corporation if it is
ultimately determined that the director or officer is not entitled to
indemnification by the Corporation.
Clause 7.023. Other Employees or Agents of the Corporation. The
Corporation may, in the discretion of the Board of Directors, fully or
partially provide the same rights of indemnification and reimbursement
as hereinabove provided for directors and officers of the Corporation to
other individuals who are or were employees or agents of the Corporation
or who are or were serving at the request of the Corporation as or is
or was serving at the request of the Corporation as employees or agents
of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise whether or not for
profit.
Clause 7.024. Nonexclusive Provision. The indemnification
authorized under Section 7.02 above is in addition to all rights to
indemnification granted by Chapter 37 of the Indiana Business
Corporation Law (IND. CODE Section 23-1-37, et seq.) and in no way limits the
indemnification provisions of such Chapter.
The Company currently has a directors' and officers' liability
policy with a $5,000,000 limit. The policy covers claims involving
violations of federal and state securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4 1996 Stock Compensation Plan (incorporated by
reference to Exhibit 10.5.1 to the Company's
Registration Statement on Form S-1 (Reg. No. 333-09379))
5 Opinion of Sommer & Barnard, PC
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Sommer & Barnard, PC (included in
Exhibit 5)
24 Power of Attorney (included at page II-5)
Item 9. Undertakings.
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 or Form 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.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include
any financial statements required by Section 210.3-19 of this chapter at
the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Act need not be furnished, provided that
the Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the
date of those financial statements.
(5) 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 Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan 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.
(6) 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 described in Item 15, 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.
SIGNATURES
The Registrant. 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 requirement 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 Standish,
State of Maine, on the 18th day of July,1997.
Control Devices, Inc.
By: /s/ Jeffrey G. Wood
_____________________
Jeffrey G. Wood
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce D. Atkinson and Jeffrey G.
Wood, and each of them, his true and lawful attorney-in-fact and agent
with full power of substitution for him in his name, place and stead, in
any and all capacities to sign any and all amendments (including
pre-effective and 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, grants
unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully as to all intents and purposes
as he might or could do in person, and hereby ratifies and confirms all
that said attorneys-in-fact and agents or their or his substitute or
substitutes any lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
----------- ------- --------
/s/ Ralph R. Whitney, Jr.
______________________ Director and July 18, 1997
Ralph R. Whitney, Jr. Chairman of the Board
/s/ Bruce D. Atkinson
______________________ Chief Executive Officer July 18, 1997
Bruce D. Atkinson and Director
Principal Executive Officer
/s/ Jeffrey G. Wood
______________________ Chief Financial Officer July 18, 1997
Jeffrey G. Wood Principal Financial Officer
and Principal Accounting Officer
/s/ Charles M. Brennan, III
______________________ Director July 18, 1997
Charles M. Brennan, III
/s/ John D. Cooke
______________________ Director July 18, 1997
John D. Cooke
______________________ Director July 18, 1997
James O. Futterknecht, Jr.
/s/ Alan I. Mossberg
______________________ Director July 18, 1997
Alan I. Mossberg
/s/ John M. Ramey
______________________ Director July 18, 1997
John M. Ramey
______________________ Director July 18, 1997
Glenn Scolnik
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
FORM S-8 OF CONTROL DEVICES, INC.
Sequentially
Exhibit Numbered
No. Description Page
4 1996 Stock Compensation Plan (incorporated
by reference to Exhibit 10.5.1 to the
Company's Registration Statement on Form S-1
(Reg. No. 333-09379))
5 Opinion of Sommer & Barnard, PC
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Sommer & Barnard, PC (included in
Exhibit 5)
24 Power of Attorney (included at page II-5)
EXHIBIT 5
Sommer & Barnard
Attorneys at Law * PC
4000 Bank One Tower
111 Monument Circle
Indianapolis, Indiana 46204
July 21, 1997
Board of Directors
Control Devices, Inc.
228 Northeast Road
Standish, Maine 04084
Ladies and Gentlemen:
You have requested our opinion in connection with the Form S-8
Registration Statement which is being filed with the Securities and
Exchange Commission by Control Devices, Inc. ("CDI"), with respect
to the common shares, no par value, of CDI (the "Shares") to be
issued pursuant to the Control Devices, Inc. 1996 Stock
Compensation Plan (the "Plan").
We have examined such records and documents, and have made
such investigations of law and fact as we have deemed necessary in
the circumstances. Based on that examination and investigation, it
is our opinion that, when issued in accordance with the Plan and in
compliance with the Securities Act of 1933, as amended, and
applicable state Blue Sky laws, the Shares will have been duly
authorized, validly issued, fully paid and not subject to further
assessment.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ Sommer & Barnard, PC
SOMMER & BARNARD, PC
S&B/pas
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 31, 1997, included in the Control Devices,
Inc. Form 10-K for year ended December 31, 1996, and to all
references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Stamford, Connecticut,
July 21, 1997
