Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Consolidated Products, Inc.
(Exact name of registrant as specified in its
charter)
Indiana . . . . . . . . . . . . . . . . . . . . . . 37-0684070
(State or other jurisdiction of . . . . . . . . . . (I.R.S. Employer
incorporation or organization). . . . . . . . . . . Identification No.)
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204
(Address of Principal Executive Offices)
Consolidated Products, Inc. Employee Stock
Purchase Plan
(Full title of the plan)
James W. Bear, Senior Vice President and Treasurer
Consolidated Products, Inc.
36 S. Pennsylvania Street
Indianapolis, Indiana 46204
(Name and address of agent for service)
(317) 633-4100
(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
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Proposed Proposed maximum
Title of securities. Amount to be maximum offering aggregate offering Amount of
to be registered . . Registered(1) price per unit price(2) registration fee
Common Stock,
$0.50 Stated Value . 562,500 shares $ 19.31 $ 1,086,188.00 $ 3205.00
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(1) These are additional securities of the same class, to be offered pursuant to the same
employee benefit plan as those registered pursuant to Registration No. 33-63344. Pursuant to
General Instruction E of Form S-8, this registration statement covers only the additional shares
being registered.
(2) The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the
average of the high and low prices reported for the Common Stock on May 19, 1998.
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INFORMATION INCORPORATED BY REFERENCE
The contents of the registrant s Registration Statement on Form S-8, File
No. 33-63344, heretofore filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, are incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, State of Indiana, on
May20, 1998.
CONSOLIDATED PRODUCTS, INC.
By:/s/ Alan B. Gilman
Alan B. Gilman, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James W. Bear and Mary H. Hall, and each or any
of them (with full power to act alone), 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 those 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 those attorneys-in-fact and agents, or their substitutes,
may 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 by the following persons in the
capacities indicated on May 20, 1998.
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/s/ E. W. Kelley . . . . Chairman and Director
E. W. Kelley
/s/ Alan B. Gilman . . . President (Chief Executive Officer) and Director
Alan B. Gilman
/s/ James W. Bear. . . . Senior Vice President, Administration and Finance and
James W. Bear .. . . Treasurer (Principal Financial Officer)
/s/ Gregory G. Fehr. . . Vice President, Controller (Principal Accounting Officer)
Gregory G. Fehr
/s/ Sue Aramian . . . . . Director
S. Sue Aramian
/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/ Dr. John W. Ryan. . . Director
Dr. John W. Ryan
/s/ James Williamson, Jr. Director
James Williamson, Jr.
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Pursuant to the requirements of the Securities Act of 1933, the Stock Purchase
Plan Committee 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 May 20, 1998.
CONSOLIDATED PRODUCTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ J. Fred Risk
J. Fred Risk, Chairman, Stock Purchase Plan Committee
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CONSOLIDATED PRODUCTS, INC.
FORM S-8
INDEX TO EXHIBITS
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Exhibit
Number
Assigned in
Regulation S-K
Item 601 Description of Exhibit
(4) . . . . . . 4.01 Specimen certificate for Common Stock of Consolidated Products, Inc.
(formerly Steak n Shake, Inc.). (Incorporated by reference to the
Exhibits to the Registrant s Quarterly Report on Form 10-Q for the
fiscal quarter ended April 9, 1997.)
4.02 Amended and Restated Credit Agreement by and between Consolidated
Products, Inc. and Bank One, Indianapolis, N.A. dated December 30,
1994 (amending the earlier credit agreement between the parties dated
as of March 10, 1994 and effective as of February 23, 1994, relating to
5,000,000 revolving line of credit which was not filed pursuant to
Rule 601 of the Securities and Exchange Commission), relating to a
30,000,000 revolving line of credit. (Incorporated by reference to the
Exhibits to the Registrant s Quarterly Report on Form 10-Q for the
fiscal quarter ended December 21, 1994).
4.03 Note Purchase Agreement by and between Consolidated Products, Inc.
and The Prudential Insurance Company of America dated as of
September 27, 1995 related to $39,250,000 senior note agreement and
private shelf facility. (Incorporated by reference to the Exhibits to the
Registrant s Report on Form 8-K dated September 26, 1995.)
4.04 First Amendment to Amended and Restated Credit Agreement by and
between Consolidated Products, Inc. and Bank One, Indianapolis, N.A.
dated September 26, 1995. (Incorporated by reference to the Exhibits
to the Registrant s Report on Form 8-K dated September 26, 1995.)
4.05 Second Amendment to Amended and Restated Credit Agreement by
and between Consolidated Products, Inc. and Bank One, Indianapolis,
N.A. effective January 31, 1997. (Incorporated by reference to the
Exhibits to the Registrant s Quarterly Report on Form 10-Q for the
fiscal quarter ended April 9, 1997.)
4.06 Amendment No. 1 to Note Purchase and Private Shelf Agreement by
and between Consolidated Products, Inc. and The Prudential Insurance
Company of America dated as of April 28, 1997 related to senior note
and private shelf facility. (Incorporated by reference to the Exhibits to
the Registrant s Quarterly Report on Form 10-Q for the fiscal quarter
ended April 9, 1997.)
4.07 Third Amendment to Amended and Restated Credit Agreement by and
between Consolidated Products, Inc. and Bank One, Indianapolis, N.A.
effective September 18, 1997. (Incorporated by reference to the
Exhibit 4.07 to the Registrant s Annual Report on Form 10-K for the
fiscal year ended September 24, 1997.)
(5). . . . . 5.01 Opinion of Ice Miller Donadio & Ryan
(15) Not Applicable
(23) . . . . 23.01 Consent of Ernst & Young, LLP
23.02 Consent of Ice Miller Donadio & Ryan (Included in Exhibit 5.01)
(24) Power of Attorney (See Signature Page)
(28) Not Applicable
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EXHIBIT 5.01
May 22, 1998
Board of Directors
Consolidated Products, Inc.
500 Century Building
36 South Pennsylvania Street
Indianapolis, Indiana 46204
Ladies and Gentlemen:
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-8 (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 ), 562,500
additional shares of the Company s authorized but unissued Common Stock, $0.50
stated value, (the Shares ) issuable under the Consolidated Products, Inc.
Employee Stock Purchase (the Plan ).
In connection therewith, we have investigated those questions of law as
we have deemed necessary or appropriate for purposes of this opinion. We have
also examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for purposes of this opinion,
including:
1. The Company's Articles of Incorporation, together with all amendments
thereto;
2. The Restated Bylaws of the Company, as amended to date;
3. Resolutions relating to the Plan and the Shares adopted by the Company's
Board of Directors (the "Resolutions");
4. A specimen certificate representing the Shares;
5. The Registration Statement; and
6. The Plan.
We have also relied, without investigation as to the accuracy thereof, on
other certificates of, and oral and written communications from, public
officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) 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 photostatic copies;
(iii) that the Shares will be issued pursuant to the terms of the Registration
Statement; (iv) that the Resolutions will not be amended, altered or
superseded prior to the issuance of the Shares; and (v) that no changes will
occur in the applicable law or the pertinent facts prior to the issuance of
the Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares to be issued pursuant to
the terms of the Plan are 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 Shares have been delivered against payment
therefor as contemplated by the Registration Statement and the Plan, the
Shares 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 of the Commission
relating thereto.
Very truly yours,
/S/
ICE MILLER DONADIO & RYAN
EXHIBIT 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Employee Stock Purchase Plan of
Consolidated Products, Inc. of our report dated November 26, 1997 except for
the stock split, as to which the date is December 3, 1997, with respect to the
consolidated financial statements of Consolidated Products, Inc. included in
its Annual Report (Form 10-K) for the year ended September 24, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Indianapolis, Indiana
May 20, 1998
