As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SMC CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0939076
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
30725 Diamond Hill Road
Harrisburg, Oregon 97446
(Address of Principal (Zip Code)
Executive Offices)
SMC Corporation
1994 Stock Incentive Plan
(Full title of plan)
Paul M. Brown, Jr.
Sr. Vice President-Finance and Chief Financial Officer
SMC Corporation
30725 Diamond Hill Road
Harrisburg, OR 97446
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 995-8214
Copy to:
Robert J. Moorman
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- --------- --------- --------
<S> <C> <C> <C> <C>
Common Stock 1,389,436 Shares $11.50 $10,870,285 $3,294
- -------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the shares to
be registered, 890,000 shares are subject to options with an aggregate
exercise price of $7,093,300. The calculation of the registration fee for
the balance of the shares is based on $7.5625, which was the average of the
high and low prices of the Common Stock on May 19, 1997 as reported by
Nasdaq.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by SMC Corporation (the "Company") with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company con
tained in the Company's registration statement filed under section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company pursuant
to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Article IV of the Company's Restated Articles of Incorporation (the
"Articles"), requires indemnification of current or former directors of the
Company to the fullest extent not prohibited by the Oregon Business Corporation
Act (the "Act"). Article V of the Company's Restated Bylaws (the "Bylaws")
permits indemnification of officers to the fullest extent not prohibited by the
Act. The effects of the Articles, Bylaws and the Act (the "Indemnification
Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any action, suit or proceeding (other than an action by or in
the right of the Company) against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred, if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the Company, was not adjudged liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. The
termination of an action, suit or proceeding by judgment, order,
settlement, conviction or plea of nolo contendere does not, of itself,
create a presumption that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any action or suit by or in the right of the Company against the
expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company,
except that no right of indemnification will be granted if the person is
adjudged to be liable to the Company.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to indemnification as
a matter of right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the expenses
incurred in defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good faith that he
or she has met the standard of conduct to be entitled to indemnification as
described in (a) or (b) above and undertakes to repay any amount advanced
if it is determined that the person did not meet the required standard of
conduct.
The Company may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of
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<PAGE>
indemnification described above are not exclusive of any other rights of
indemnification to which the persons indemnified may be entitled under any
bylaw, agreement, vote of shareholders or directors or otherwise.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-85780, (the "1995 S-1").
4.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the 1995 S-1).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).
24.1 Powers of Attorney.
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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
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<PAGE>
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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 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.
(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 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.
(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 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Harrisburg, State of Oregon, on May 22, 1997.
SMC CORPORATION
By PAUL M. BROWN, JR.
------------------------------------------
Paul M. Brown, Jr., Sr. Vice President-Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 22nd day of May, 1997.
Signature Title
--------- -----
*MATHEW M. PERLOT
- ----------------------------------- Chairman, President,
Mathew M. Perlot Chief Executive Officer and Director
PAUL M. BROWN, JR.
- ----------------------------------- Sr. Vice President-Finance
Paul M. Brown, Jr. and Chief Financial and Accounting
Officer
*LAWRENCE S. BLACK
- ----------------------------------- Director
Lawrence S. Black
*CURTIS W. LAWLER
- ----------------------------------- Director
Curtis W. Lawler
*L. MICHAEL CARY
- ----------------------------------- Director
L. Michael Cary
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<PAGE>
*CONNIE M. PERLOT
- ----------------------------------- Director
Connie M. Perlot
*MILTON L. RAY
- ----------------------------------- Director
Milton L. Ray
*JIM L. TRAUGHBER
- ----------------------------------- Director
Jim L. Traughber
*By PAUL M. BROWN, JR.
-------------------------------------
Paul M. Brown, Jr., Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Restated Articles of Incorporation; incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1,
File No. 33-85780 (the "1995 S-1");
4.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the 1995 S-1).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).
24.1 Powers of Attorney.
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EXHIBIT 5.1
May 22, 1997
Board of Directors
SMC Corporation
30725 Diamond Hill Road
Harrisburg, Oregon 97446
We have acted as counsel for SMC Corporation (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering 1,389,436
shares of common stock (the "Shares") of the Company issuable in connection with
the Company's 1994 Stock Incentive Plan (the "Plan"). We have reviewed the
corporate actions of the Company in connection with this matter and have
examined those documents, corporate records, and other instruments we deemed
necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to the
Plan and in accordance with the resolutions adopted by the Board of Directors of
the Company, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1997, which appears on
page F-1 of SMC Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
PRICE WATERHOUSE LLP
Portland, Oregon
May 22, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(1994 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of SMC CORPORATION, does hereby constitute and appoint MATHEW M.
PERLOT, PAUL M. BROWN, JR., and L. MICHAEL CARY and any of them, his or her true
and lawful attorney and agent to do any and all acts and things and to execute
in his or her name (whether on behalf of SMC Corporation or as an officer or
director of said Company, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to enable SMC
Corporation to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of SMC Corporation issuable pursuant to the 1994 Stock
Incentive Plan, including specifically, but without limitation thereto, power
and authority to sign his or her name (whether on behalf of SMC Corporation or
as an officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any post-effective
amendment) or application for amendment thereto in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 20, 1997
MATHEW M. PERLOT PAUL M. BROWN, JR.
- ----------------------------------- ----------------------------------
Mathew M. Perlot Paul M. Brown, Jr.
LAWRENCE S. BLACK L. MICHAEL CARY
- ----------------------------------- ----------------------------------
Lawrence S. Black L. Michael Cary
CURTIS W. LAWLER CONNIE M. PERLOT
- ----------------------------------- ----------------------------------
Curtis W. Lawler Connie M. Perlot
MILTON L. RAY JIM L. TRAUGHBER
- ----------------------------------- ----------------------------------
Milton L. Ray Jim L. Traughber
