<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CONSOLIDATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
INDIANA 37-0684070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 CENTURY BUILDING JAMES W. BEAR, SENIOR VICE PRESIDENT
36 SOUTH PENNSYLVANIA STREET AND TREASURER
INDIANAPOLIS, INDIANA 46204 CONSOLIDATED PRODUCTS, INC.
(317) 633-4100 500 CENTURY BUILDING
(Address, including zip code and telephone 36 SOUTH PENNSYLVANIA STREET
number, including area code, of registrant's INDIANAPOLIS, INDIANA 46204
principal executive offices) (317) 633-4100
(Name, address, including zip code, and telephone
number, including area code of agent for service)
</TABLE>
COPIES TO:
Berkley W. Duck
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282-0002
(317) 236-2270
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS DETERMINED BY THE SELLING SHAREHOLDER.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or reinvestment
plans, check the following. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES BEING BEING PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock,
$.50 stated value............ 73,205 Shares $14.125 $1,034,020 $357
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.
<TABLE>
<S> <C>
The Index to Exhibits is located on page 11 Total number of pages: 13
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1
<PAGE>
CROSS-REFERENCE SHEET
BETWEEN ITEMS IN FORM S-3 AND THE PROSPECTUS
PURSUANT TO REGULATION S-K, ITEM 501(B)
<TABLE>
<CAPTION>
ITEM
NO. PROSPECTUS CAPTION
- --------- ---------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside Front
Cover Page of Prospectus................................... Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus..... Prospectus Summary;
Available Information;
Outside Back Cover Page
3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges.............................................. The Company
4. Use of Proceeds............................................. Use of Proceeds
5. Determination of Offering Price............................. Not Applicable
6. Dilution.................................................... Not Applicable
7. Selling Security Holders.................................... Selling Shareholder
8. Plan of Distribution........................................ Plan of Distribution
9. Description of Securities to be Registered.................. Not Applicable
10. Interests of Named Experts and Counsel...................... Legal Matters
11. Material Changes............................................ Not Applicable
12. Incorporation Of Certain Information by
Reference.................................................. Documents Incorporated by Reference
13. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities................................. Not Applicable
</TABLE>
2
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER , 1995
PROSPECTUS
73,205 SHARES OF COMMON STOCK
$.50 STATED VALUE
CONSOLIDATED PRODUCTS, INC.
This Prospectus relates to the public offering by Ladenburg, Thalmann & Co.,
Inc. (the "Selling Shareholder") of up to 73,205 shares of Common Stock, $.50
Stated Value (the "Shares"), of Consolidated Products, Inc., an Indiana
corporation (the "Company"). The Shares will be issued to the Selling
Shareholder upon the exercise of the Warrant granted to it as partial
consideration for financial advisory services to be rendered to the Company
pursuant to an agreement between the Company and the Selling Shareholder dated
May 15, 1991 (the "Warrant").
Shares will be sold by the Selling Shareholder from time to time in one or
more transactions (which may involve block transactions) on the Nasdaq National
Market System or any other exchange or automated quotation system on which the
Common Stock may then be listed, in privately negotiated transactions, in the
over-the-counter market, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. On September , 1995, the last sale
price of the Common Stock as reported by the Nasdaq -- National Market System
was $ per share. Common Stock of the Company is quoted on the Nasdaq --
National Market System under the symbol "COPI."
The expenses incident to the preparation and filing of the registration
statement of which this Prospectus is a part have been or will be paid by the
Company. All other expenses associated with the sale of the Shares to the
public, including broker's fees, selling commissions and placement fees, if any,
will be paid by the Selling Shareholder.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September , 1995.
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; and its regional offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60621-2511; and 75 Park
Place, New York, New York 10007. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended, with respect to the Shares
offered hereby (the "Registration Statement"). This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto. Certain items were omitted in accordance with the rules and regulations
of the Commission. For further information regarding the Company and the Shares
offered by this Prospectus, reference is made to the Registration Statement,
including all amendments thereto, and the schedules and exhibits filed as part
thereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference in the Registration
Statement:
(a) The Company's latest annual report on Form 10-K, and
(b) All of the reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all of the Shares offered have been sold or which deregisters all
of such Shares then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein (not including exhibits to such documents unless such exhibits
are specifically incorporated by reference in the information that this
Prospectus incorporates). Requests for such copies should be directed to Mary H.
Mueller, Assistant Secretary, Consolidated Products, Inc., 500 Century Building,
36 South Pennsylvania Street, Indianapolis, Indiana 46204; phone number (317)
633-4100.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR
4
<PAGE>
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO PURCHASE, ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON
TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
THE COMPANY
The Company is engaged in operating 162 Steak n Shake-Registered Trademark-
restaurants, including 30 franchised units, primarily in the Midwest and
Southeast, serving the mid-scale, casual dining segment of the restaurant
industry. The Company also operates 10 themed restaurants, serving the upper
mid-scale, casual dining segment, in Indiana and Illinois, primarily under the
concept name COLORADO STEAKHOUSE.-TM- The principal executive offices of the
Company are located at 500 Century Building, 36 South Pennsylvania Street,
Indianapolis, Indiana 46204. The Company's telephone number is (317) 633-4100.
USE OF PROCEEDS
The exercise price of the Warrant is $2.7321 per share, or an aggregate of
$200,000. The proceeds to the Company from the exercise of the Warrant will be
applied to general corporate purposes. The Company will receive none of the
proceeds from the subsequent sales by the Selling Shareholder of the Shares
offered hereby. All net proceeds from those sales will be paid to the Selling
Shareholder.
SELLING SHAREHOLDER
The Selling Shareholder, a New York-based investment banking firm, served as
a financial advisor to the Company under a three-year consulting agreement dated
May 15, 1991. Pursuant to the consulting agreement, the Selling Shareholder
received an annual fee of $24,000 for advice to the Company concerning financial
and business strategies. The agreement further granted to the Selling
Shareholder a Warrant to purchase up to 50,000 shares of the Company's Common
Stock at a price per share of $4.00, expiring on May 15, 1996. Pursuant to
certain anti-dilution provisions in the Warrant, the original shares and price
per share were adjusted to 73,205 shares at a price per share of $2.7321,
reflecting the 10% stock dividends issued by the Company to its shareholders on
January 21, 1992; January 18, 1993; January 28, 1994; and January 20, 1995. The
Warrant provides that the Company is to effect registration of the Shares under
the Securities Act of 1933 upon demand by the Selling Shareholder. That demand
was made on August 8, 1995.
The Selling Shareholder holds no other shares of the Company's Common Stock
as of the date hereof. The Shares, when issued, will represent less than 1
percent of the Company's outstanding Common Stock.
PLAN OF DISTRIBUTION
The Shares will be sold by the Selling Shareholder from time to time in one
or more transactions (which may involve block transactions) on the Nasdaq
National Market System or any other exchange or automated quotation system on
which the Common Stock may then be listed, in privately negotiated transactions,
in the over-the-counter market, or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
LEGAL MATTERS
Certain legal matters relating to the issuance of the Shares have been
passed on for the Company by Ice Miller Donadio & Ryan, Indianapolis, Indiana.
5
<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-3 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 September 1, 1995.
CONSOLIDATED PRODUCTS, INC.
By: /s/ JAMES W. BEAR
-----------------------------------
James W. Bear
SENIOR VICE PRESIDENT, TREASURER
AND
CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
Each person whose signature appears below irrevocably constitutes E. W.
Kelley, Alan B. Gilman and S. Sue Aramian, and each of them (with full power to
act alone), as his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all 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, granting 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 to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, registration
statement has been signed by the following persons in the capacities indicated,
on September 1, 1995.
/s/ E. W. KELLEY
- ----------------------------------- Chairman and Director
E. W. Kelley
/s/ ALAN B. GILMAN
- ----------------------------------- Chief Executive Officer,
Alan B. Gilman President and Director
Senior Vice President and
/s/ JAMES W. BEAR Treasurer
- ----------------------------------- (Principal Financial
James W. Bear Officer)
/s/ KEVIN F. BEAUCHAMP
- ----------------------------------- Vice President and
Kevin F. Beauchamp Controller
/s/ S. SUE ARAMIAN
- ----------------------------------- Vice Chairwoman and
S. Sue Aramian Director
6
<PAGE>
<TABLE>
<C> <S> <C>
/s/ ALVA T. BONDA
- ----------------------------------- Director
Alva T. Bonda
/s/ NEAL GILLIATT
- ----------------------------------- Director
Neal Gilliatt
/s/ CHARLES E. LANHAM
- ----------------------------------- Director
Charles E. Lanham
/s/ J. FRED RISK
- ----------------------------------- Director
J. Fred Risk
/s/ JAMES WILLIAMSON, JR.
- ----------------------------------- Director
James Williamson, Jr.
</TABLE>
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below are estimates of all expenses incurred or to be incurred by
the registrant in connection with the issuance and distribution of the
securities to be registered, excluding underwriting discounts and commissions:
<TABLE>
<S> <C>
Registration fees.................................................. $ 357
Transfer agent's fees.............................................. None
Printing and engraving............................................. None
Legal fees and expenses............................................ 1,500
Accounting fees and expenses....................................... 1,500
State blue sky fees and expenses................................... None
Miscellaneous...................................................... 2,000
---------
Total.......................................................... $ 5,357
---------
---------
All of the expenses will be borne by the registrant.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law ("BCL"), the provisions of which govern
the registrant, empowers an Indiana corporation to indemnify present and former
directors, officers, employees or agents or any person who may have served at
the request of the corporation as a director, officer, employee or agent of
another corporation ("Eligible Persons") against liability incurred in any
proceeding, civil or criminal, in which the Eligible Person is made a party by
reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, (b)
if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful.
The BCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim including counsel fees, and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he or she is wholly successful in any such
proceeding, on the merits or otherwise. Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter. Unless a corporation's Articles of
Incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his or her actions satisfied the appropriate standard of conduct.
Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because an Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board of Directors or such a committee, or by the shareholders
of the corporation.
8
<PAGE>
In addition to the foregoing, the BCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of
incorporation, bylaws, resolution or other authorization adopted, after notice
by a majority vote of all the voting shares then issued and outstanding. The BCL
also empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by him or her in any capacity as such, or arising out of his or her status as
such, whether or not the corporation would have had the power to indemnify him
or her against such liability.
The Amended Articles of Incorporation and the Bylaws of the registrant
contain provisions pursuant to which the officers and directors of the
registrant are entitled to indemnification as a matter of right against expenses
and liabilities incurred by them by reason of their having acted in such
capacities if such person has been wholly successful in the defense of such
claims or acted in good faith in what he or she reasonably believed to be in or
not opposed to the best interests of the registrant. Such rights are not
exclusive of any other rights of indemnification to which such persons may be
entitled by contract or a matter of law.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
A list of the exhibits filed herewith is included in the Index to Exhibits
included elsewhere herein.
(b) FINANCIAL STATEMENT SCHEDULES.
No financial statement schedules are required to be filed as a part of this
registration statement.
ITEM 17. 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 set forth in the
registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not
apply 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 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.
9
<PAGE>
(4) 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 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934).
(5) 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 provisions described in Item 6
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 Securities Act of 1933 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 of
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
The registrant maintains directors' and officers' liability insurance, the
effect of which is to indemnify the directors and officers of the corporation
and its subsidiaries against certain losses caused by errors, misleading
statements, wrongful acts, omissions, neglect or breach of duty by them of any
matter claimed against them in their capacities as directors or officers.
10
<PAGE>
CONSOLIDATED PRODUCTS, INC.
FORM S-3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER
ASSIGNED IN PAGE NUMBER IN
REGULATION S-K SEQUENTIAL NUMBERING
ITEM 601 DESCRIPTION OF EXHIBIT SYSTEM
- -------------- --------------------------------------------------------------------------- ---------------------
<S> <C> <C>
(1) No Exhibit.
(2) No Exhibit.
(4) 4.01 Specimen certificate representing Common Stock of Consolidated Products,
Inc. (formerly Steak n Shake, Inc.). (Incorporated by reference to Exhibit
4.1 to the registrant's Registration Statement No. 2-80542 on Form S-8 as
filed with the Commission on April 7, 1989.)
(5) 5.01 Opinion of Ice Miller Donadio & Ryan....................................... 12
(8) No Exhibit.
(12) No Exhibit.
(15) No Exhibit.
(23) 23.1 Consent of Ice Miller Donadio & Ryan. (Included as a part of Exhibit
5.01.)..................................................................... 12
23.2 Consent of Ernst & Young LLP............................................... 13
(24) Power of Attorney (See Signature Page.).................................... 6
(25) No Exhibit.
(26) No Exhibit.
(27) No Exhibit.
(28) No Exhibit.
(99) No Exhibit.
</TABLE>
11
<PAGE>
August 31, 1995
Board of Directors
Consolidated Products, Inc.
500 Century Building
36 South Pennsylvania St.
Indianapolis, Indiana 46204
Gentlemen and Ms. Aramian:
We have acted as counsel to Consolidated Products, Inc., an Indiana
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") for the purposes of registering under the
Securities Act of 1933, as amended (the "Securities Act"), an aggregate of
73,205 shares of Common Stock, $.50 stated value, of the Company (the "Common
Stock") which are subject to issuance upon the exercise of a Warrant dated
September 26, 1991, held by Ladenburg, Thalmann & Co. Inc. (the "Warrant").
In connection therewith, we have investigated those questions of law we have
deemed necessary or appropriate for purposes of this opinion. We also have
examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate and other records, certificates and
other papers that we deemed necessary to examine for the purpose of this
opinion, including:
1. The Company's Articles of Incorporation, together with all
amendments thereto;
2. A current Certificate of Existence from the Secretary of State of
Indiana relating to the Company;
3. The Bylaws of the Company as amended to date;
4. The Warrant;
5. A specimen certificate representing the Common Stock; and
6. The Registration Statement.
We also have relied, without investigation as to the accuracy thereof, on
other certificates of and oral and written communication from public officials
and officers of the Company.
For purposes of this opinion, we have assumed (i) the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or other copies; (ii) that the
Common Stock, when issued to Ladenburg, Thalmann & Co. Inc. ("Ladenburg"), will
be issued pursuant to the terms of the Warrant; and (iii) that no changes will
occur in the applicable law or the pertinent facts before the issuance of the
Common Stock.
Based upon the foregoing and subject to the qualifications set forth in this
letter, we are of the opinion that the Common Stock, when issued, will be
validly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or under the rules and regulations of the Commission relating
thereto.
Very truly yours,
/s/ ICE MILLER DONADIO & RYAN
--------------------------------------
Ice Miller Donadio & Ryan
12
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of our report dated November 21, 1994, with respect to the
consolidated financial statements of Consolidated Products, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended September 28,
1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
- ----------------------------------------
Ernst & Young LLP
August 31, 1995
13
