As filed with the Securities and Exchange Commission on September 27, 1996
Registration Statement No. 33-88306
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
Post-effective Amendment No. 1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KNOGO NORTH AMERICA INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3231714
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
350 Wireless Boulevard
Hauppauge, New York 11788
(516) 232-2100
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
1994 STOCK INCENTIVE PLAN
OF KNOGO NORTH AMERICA INC.
(Full title of the plan)
Peter J. Mundy
Vice President - Finance, Secretary and Treasurer
Knogo North America Inc.
350 Wireless Boulevard
Hauppauge, New York 11788
(516) 232-4705
(Name, address, including zip code, and telephone number, of agent for
service of process)
Copy to:
William A. Perlmuth, Esq.
Stroock & Stroock & Lavan
Seven Hanover Square
New York, NY 10004-2696
(212) 806-5400
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Shares to Amount to be Proposed Maximum Aggregate Price Proposed Maximum Aggregate Amount of
be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 600,000 shares $7.16 per share $ 4,296,000.00 $1,481.38
==================================================================================================================================
(1) Consists of 600,000 additional shares of Common Stock of the
Registrant which are issuable pursuant to awards under the
1994 Stock Incentive Plan. The shares are being registered
pursuant to General Instruction E of Form S-8. Pursuant to
Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of
shares of Common Stock which may be issuable by reason of
stock splits, stock dividends, or similar transactions.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c).
</TABLE>
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant incorporates herein by reference the Registrant's
previous Registration Statement on Form S-8 No. 33-88306, which was filed with
the Commission on January 9, 1995.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
5.2 Opinion of Stroock & Stroock & Lavan.
23.3 Consent of Stroock & Stroock & Lavan (included in
Exhibit 5 hereto).
23.4 Consent of Deloitte & Touche LLP.
<PAGE>
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 Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the town of Hauppauge, State of New York, on the
27th day of September, 1996.
KNOGO NORTH AMERICA INC.
By:/s/Thomas A. Nicolette
----------------------
Thomas A. Nicolette
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on
September 27, 1996 in the capacities indicated.
SIGNATURE CAPACITY IN WHICH SIGNED
/s/ Thomas A. Nicolette President, Chief Executive
Thomas A. Nicolette Officer and Director
/s/ Peter J. Mundy Vice President-Finance, Chief
Peter J. Mundy Financial and Accounting Officer,
Secretary and Treasurer
* Director
Frank M. Corso
* Director
William A. Perlmuth
* Director
Robert E. Vandermark
* The undersigned has signed this Registration Statement on behalf of
the above-named officers and directors pursuant to a power of attorney
previously filed with the Securities & Exchange Commission.
By: /s/ Thomas A. Nicolette
-------------------------------------
Thomas A. Nicolette, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
5.2 Opinion of Stroock & Stroock & Lavan.................................__
23.3 Consent of Stroock & Stroock & Lavan (included in Exhibit 5 hereto)..__
23.4 Consent of Deloitte & Touche LLP.....................................__
Exhibit 5.2
STROOCK & STROOCK & LAVAN
7 Hanover Square
New York, New York 10004
September 27, 1996
Knogo North America Inc.
350 Wireless Boulevard
Hauppauge, New York 11788
Re: Knogo North America Inc.
Post-Effective Amendment No. 1 to
Registration Statement on Form S-8/A
Ladies and Gentlemen:
We have acted as counsel for Knogo North America Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of Post-Effective
Amendment No. 1 to a registration statement of the Company on Form S-8/A (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
up to an additional 600,000 shares of its common stock, par value $.01 per share
(the "Shares") to be issued pursuant to the 1994 Stock Incentive Plan of Knogo
North America Inc. (the "Plan").
We have examined copies of the Certificate of Incorporation and By-Laws of the
Company, each as amended to date, and the minutes of various meetings of the
Board of Directors of the Company. We have examined the Registration Statement,
the Plan and the original or reproduced or certified copies of such records of
the Company, certificates of public officials, certificates of officers and
representatives of the Company, and such other documents, papers, statutes and
authorities as we have deemed necessary to form the basis of the opinion
hereinafter expressed. In such examinations, we have assumed the genuineness of
signatures and the conformity to original documents of the documents supplied to
us as copies thereof.
Based upon the foregoing, we are of the opinion that the Shares, when duly
issued pursuant to the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We call your attention to the fact that Mr. William A. Perlmuth, a member of
this firm, is a Director of the Company and beneficially holds (i) 902,527
shares of Common Stock, as Executor of the Estate of Mr. Arthur J. Minasy, the
former Chairman and Chief Executor officer of Knogo Corporation, (ii) 156,300
shares of Common Stock, as Trustee under trusts for the benefit of Mr. Minasy's
adult children, and (iii) 4,000 shares of Common Stock personally. Other members
of this firm beneficially own additional shares of Common Stock of the Company.
Mr. Perlmuth also is the holder of options to purchase 12,000 shares of Common
Stock. Under policies of this firm, Mr. Perlmuth will share any economic
benefits of the options with other members of the firm.
We hereby consent to be named in the Registration Statement as the attorneys who
have passed upon the legality of the securities being offered thereby, and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
STROOCK & STROOCK & LAVAN
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Knogo North America Inc. on Form S-8/A of our report dated February 23, 1996
appearing in the Annual Report on Form 10-K of Knogo North America Inc. for the
year ended December 31, 1995.
DELOITTE & TOUCHE LLP.
Jericho, New York
September 25, 1996
