As filed with the Securities and Exchange Commission
on July 7, 1998
Registration No. 333-31673
_________________________________________________________________
_________________________________________________________________
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.
1997 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
Proposed Proposed Amount
Title of maximum maximum of
each class Amount offering aggregate registr-
of securities to be price offering ation
to be registered registered per share price fee
--------------- --------- --------- ------------- --------
Common Shares,
No par value. . . 666,666 $13.8125(1) $9,208,324.12(1) $2,716.46
(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 June 30, 1998.
_________________________________________________________________
_________________________________________________________________
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, 1997, filed with the Commission on
February 13, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with the Commission
on April 27, 1998; 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 Sections 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 Sections 23-1-37, et seq.) and in no way
limits the indemnification provisions of such Chapter.
The Registrant 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 1997 Stock Compensation Plan (incorporated by
reference to Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1997)
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
7th day of July, 1998.
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 July 7, 1998.
Signature Title
------------------- ------------
/s/ Ralph R. Whitney, Jr. Director and Chairman of
_____________________________ Board
Ralph R. Whitney, Jr.
/s/ Bruce D. Atkinson Chief Executive Officer
______________________________ and Director
Bruce D. Atkinson Principal Executive Officer
/s/ Jeffrey G. Wood Chief Financial Officer
______________________________ Principal Financial Officer and
Jeffrey G. Wood Principal Accounting Officer
/s/ Charles M. Brennan, III Director
______________________________
Charles M. Brennan, III
/s/ John D. Cooke Director
______________________________
John D. Cooke
/s/ James O. Futterknecht, Jr. Director
______________________________
James O. Futterknecht, Jr.
/s/ Alan I. Mossberg Director
______________________________
Alan I. Mossberg
/s/ Forrest E. Crisman, Jr.
______________________________ Director
Forrest E. Crisman, Jr.
/s/ Glenn Scolnik Director
______________________________
Glenn Scolnik
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
FORM S-8 OF CONTROL DEVICES, INC.
Exhibit
No. Description
--------- ------------------------
4 1997 Stock Compensation Plan (incorporated by
reference to Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1997)
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)
SOMMER & BARNARD, PC
4000 Bank One Tower
111 Monument Circle
Indianapolis, Indiana 46204
Phone: (317) 630-4000
July 6, 1998
Board of Directors
Control Devices, Inc.
228 Northeast Road
Standish, Maine 04084
Re: Registration Statement on Form S-8 of Control Devices,
Inc.
Ladies and Gentlemen:
You have requested our opinion in connection with the
preparation and filing of the Registration Statement on Form S-8
(the "Registration Statement") which is being filed with the
Securities and Exchange Commission by Control Devices, Inc. ("CDI")
and which covers the registration under the Securities Act of 1933
of 666,666 shares of CDI common stock, no par value (the
"Registered Shares") to be offered or sold pursuant to the Control
Devices, Inc. 1997 Stock Compensation 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 exchanged in the manner described in the
Registration Statement (including all exhibits thereto) and in
compliance with the Securities Act of 1933, as amended, and
applicable state Blue Sky laws, the Registered Shares will have
been duly authorized, validly issued, fully paid and not subject to
further assessment.
We hereby consent to the inclusion of this opinion as Exhibit
5 to the Registration Statement.
Respectfully,
/s/ Sommer & Barnard, PC
SOMMER & BARNARD, PC
Exhibit 23.1
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 January 31, 1998 included (or incorporated by
reference) in Control Devices, Inc. Form 10-K for the year ended
December 31, 1997 and to all references to our Firm include din
this registration statement.
/s/ Arthur Andersen
Stamford, Connecticut
July 6, 1998
