<PAGE>
As filed with the Securities and Exchange Commission on August 14,1997
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)
INDIANA 37-0684070
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 CENTURY BUILDING MARY HALL MUELLER, VICE PRESIDENT
36 SOUTH PENNSYLVANIA STREET AND GENERAL COUNSEL
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)
Copies to:
Berkley W. Duck
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282-0002
Approximate date of commencement of proposed sale
of the securities to the public:
As determined by the selling shareholders
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 box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Proposed
Class Of Amount Maximum Maximum Amount of
Securities To Be To Be Offering Aggregate Registration
Registered Registered Price Per Unit(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 45,097 Shares $17.2188 $776.516 $235.28
$.50 stated value
</TABLE>
- -----------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low sale price of the Company's stock on August 8,
1997.
The Index to Exhibits is located on page 11 in the sequential number system.
Total number of pages 14.
<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
- -------- ------------------
<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....... Not Applicable
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 Shareholders
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>
PROSPECTUS
45,097 SHARES OF COMMON STOCK
CONSOLIDATED PRODUCTS, INC.
This Prospectus relates to the public offering by one or more of the
current directors of Consolidated Products, Inc., an Indiana corporation (the
"Company"), including Alva T. Bonda, Neal Gilliatt, Charles E. Lanham, J. Fred
Risk, James Williamson, Jr., and a former director of the Company's subsidiary
corporation, Steak n Shake, Inc., Robert P. Cronin (hereinafter collectively
referred to as the "Directors") of up to an aggregate of 45,097 Shares of Common
Stock (the "Shares") of Consolidated Products, Inc., an Indiana corporation
(the "Company"). The Shares have been issued to the Directors pursuant to the
exercise of options granted under the Company's 1991 Nonemployee Director Stock
Option Plan (the "Plan"). None of the proceeds from the sale of the Shares will
be received by the Company. The Common Stock of the Company is traded on the
New York Stock Exchange under the symbol "COP".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Any Shares may be sold by the Directors from time to time in transactions
effected by or through brokers at prevailing market prices. On August 8, 1997,
the last sale price of the Common Stock as reported on the New York Stock
Exchange was $17.375 per share.
The expenses incident to the preparation and filing of the registration
statement of which this Prospectus is a part have been paid by the Company. All
other expenses associated with the offer and sale of the Shares, including
brokers' fees, selling commissions and placement fees, if any, will be paid by
the individual Directors. As of the date of this Prospectus, none of the
Directors has any agreement with any broker or dealer with respect to the sale
of the Shares.
This date of this Prospectus is August 14, 1997.
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), 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.
Such reports, proxy statements and other information filed on or after November
19, 1996, may also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York.
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 registrant's latest annual report on Form 10-K,
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the registrant's Common Stock
contained in the registrant's registration statement
filed under Section 12 of the Securities Act of 1933,
on May 21, 1997, 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 Exchange Act shall be deemed to be
incorporated by reference in this 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 also is or is deemed 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.
4
<PAGE>
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, Associate Secretary, Consolidated Products, Inc., 500 Century
Building, 36 South Pennsylvania Street, Indianapolis, Indiana 46204; telephone
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 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. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF THE SHARES MADE HEREIN SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY INFERENCE THAT THERE HAS NOT BEEN ANY CHANGE IN THE
INFORMATION OF THE COMPANY SINCE THE DATE HEREOF.
THE COMPANY
The Company is engaged in operating 245 Steak n Shake -Registered
Trademark- restaurants, including 53 franchised units, primarily in the
Midwest and Southeast, serving the mid-scale, casual dining segment of the
restaurant industry. The Company also operates 11 theme restaurants located
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 numbers is (317) 633-4100.
USE OF PROCEEDS
The Shares of the Company being offered hereby were issued by the Company
to the Directors pursuant to their exercise of stock options granted under the
Plan. The Plan was approved by shareholders at the Annual Meeting of
Shareholders held February 18, 1992. The Shares issued to the Directors
pursuant to the Plan had an exercise price of $3.03 per share. The Company will
receive none of the proceeds from the sale of the Shares being offered. All
proceeds from the sales will be paid to the individual Directors.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
Directors as of the effective date of this Prospectus. All of the individuals
listed below are currently Directors of the Company except for Robert P. Cronin,
who resigned as a director of the Company's subsidiary, Steak n Shake, Inc. on
January 7, 1997. Since the Directors may sell all or some of the Shares, or
other shares held by them, no accurate estimate can be made of the aggregate
amount of the Shares which will be owned by each Director upon completion of the
offering to which this Prospectus relates.
5
<PAGE>
Percentage Owned
Common Common Shares After Sale Of All
Shares Registered Shares Registered
Name Owned Hereunder Hereunder
- ---- ------ ------------- -----------------
Alva T. Bonda 1,739,564 (1)(2) 8,053 10.5%
Neal Gilliatt 25,517 (3) 8,053 *
Charles E. Lanham 275,753 (4) 8,053 1.7%
J. Fred Risk 99,355 (5) 8,053 *
James Williamson, Jr. 1,638,963 (1)(6) 8,053 9.9%
Robert P. Cronin N/A 4,832
- -------------
* Less than 1%
Notes To Table:
(1) Includes 1,419,106 shares owned of record and beneficially by
Kelley & Partners, Ltd., of which Messrs. Bonda and Williamson are General
Partners.
(2) Includes 11,961 shares which may be acquired pursuant to stock
options exercisable within 60 days. Also includes 96,984 shares owned of
record by Mr. Bonda as executor of his wife's estate.
(3) Includes 6,105 shares which may be acquired pursuant to stock
options exercisable within 60 days by Mr. Gilliatt. Also includes 2,928
shares owned of record and beneficially by Mr. Gilliatt's wife, with respect
to which he disclaims beneficial ownership.
(4) Includes 11,961 shares which may be acquired pursuant to stock
options exercisable within 60 days. Also includes 6,359 shares owned of
record and beneficially by Mr. Lanham's wife, with respect to which he
disclaims beneficial ownership.
(5) Includes 7,569 shares which may be acquired pursuant to stock
options exercisable within 60 days. Also includes 3,762 shares owned of
record and beneficially by Mr. Risk's wife, with respect to which he
disclaims beneficial ownership.
(6) Includes 11,961 shares which may be acquired pursuant to stock
options exercisable within 60 days. Also includes 11,062 shares owned of
record and beneficially by Mr. Williamson's wife, with respect to which he
disclaims beneficial ownership.
PLAN OF DISTRIBUTION
Any Shares sold by the Directors will be sold from time to time in
transactions effected by or through brokers at prevailing market prices. As of
the date of this Prospectus, none of the Directors has any agreement with any
broker or dealer with respect to the sale of the Shares. Brokers and dealers
participating in the sale of the Shares may receive customary commissions or
discounts for their services.
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.
6
<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 August 14, 1997.
CONSOLIDATED PRODUCTS, INC.
By: /s/ 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, James W. Bear and Mary H. Mueller, 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 August 14, 1997.
/s/ E. W. Kelley Chairman and Director
- -----------------------------
/s/ Alan B. Gilman Chief Executive Officer, President and
- ----------------------------- Director
/s/ James W. Bear Senior Vice President and Treasurer
- ----------------------------- (Principal Financial Officer and
Principal Accounting Officer)
/s/ Gregory G. Fehr Vice President and Controller
- -----------------------------
/s/ S. Sue Aramian Vice Chairwoman and Director
- -----------------------------
/s/ Alva T. Bonda Director
- -----------------------------
/s/ Neal Gilliatt Director
- -----------------------------
/s/ Charles E. Lanham Director
- -----------------------------
/s/ J. Fred Risk Director
- -----------------------------
/s/ John W. Ryan Director
- -----------------------------
/s/ James Williamson, Jr. Director
- -----------------------------
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:
Registration fees . . . . . . . . $ 235
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 . . . . . . . . . . $5,235
All of the expenses will be borne by the registrant.
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
S-1
<PAGE>
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.
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 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.
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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
A list of the exhibits filed herewith is included in the Index to
Exhibits.
(b) FINANCIAL STATEMENT SCHEDULES.
No financial statement schedules are required to be filed as
a part of this registration statement.
S-2
<PAGE>
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 of any material change to such
information set forth in the registration statement;
Provided, however, that paragraph (a)(l)(i) and (a)(l)(ii)
shall 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 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 registration by means of a post-effective amendment any
of the securities being registered which remain unsold at
the termination of the offering.
(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 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.
S-3
<PAGE>
CONSOLIDATED PRODUCTS, INC.
FORM S-3
INDEX TO EXHIBITS
Exhibit Number
Assigned In Page Number
Regulation S-K In Sequential
Item 601 Description of Exhibit Numbering System
- -------------- ---------------------- ----------------
(1) No Exhibit.
(2) No Exhibit.
(4) 4.01
Specimen certificate
representing Common Stock of
Consolidated Products, Inc.
(Incorporated by reference to
Exhibit 4.01 to the
Registrant's Quarterly Report
on Form 10-Q for the fiscal
quarter ended April 9, 1997.)
(5) 5.01 Opinion of Ice Miller Donadio & Ryan.
(8) No Exhibit.
(12) No Exhibit.
(15) No Exhibit.
(23) 23.01 Consent of Ice Miller Donadio & Ryan.
(Included as a part of Exhibit 5.01.)
23.02 Consent of Ernst & Young, LLP.
(24) Power of Attorney (See Signature Page.) 7
(25) No Exhibit.
(26) No Exhibit.
(27) No Exhibit.
(99) No Exhibit.
11
<PAGE>
ICE MILLER DONADIO & RYAN
August 12, 1997
Board of Directors
Consolidated Products, Inc.
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204
Dear 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
45,097 shares of Common stock, $.50 stated value, of the Company (the "Common
Stock") which are subject to issuance pursuant to the Consolidated Products,
Inc. 1991 Non-employee Director Stock Option Plan (the "Plan").
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. Resolutions relating to the Plan, the offering of the Common Stock and
the filing of the Registration Statement adopted by the Company's
Board of Directors (the "Resolutions");
5. A specimen certificate representing the Common Stock;
12
<PAGE>
6. The Registration Statement;
7. The Plan; and
8) The form of Stock Option Agreement to be entered into between the
Company and persons who receive options under the Plan (the "Option
Agreement").
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 will be issued pursuant to the terms of the Registration Statement,
the Plan and the Option Agreement; (iii) that the Resolutions will not be
amended, altered or superseded before the issuance of the Common Stock; and (iv)
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 to be issued pursuant
to the terms of the Plan is validly authorized and, when (a) the pertinent
provisions of the Securities Act and all relevant state securities laws have
been complied with and (b) the Common Stock has been delivered against payment
therefor as contemplated by the Registration Statement, the Plan and the Option
Agreement, the Common Stock will be 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 relating thereto.
Very truly yours,
/s/ ICE MILLER DONADIO & RYAN
-------------------------------------
13
<PAGE>
ERNST & YOUNG LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Consolidated Products, Inc. for the registration of 45,097 shares of
its common stock of our report dated November 15, 1996, 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 25,
1996, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
-----------------------------
August 12, 1997
14
