SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
R-B RUBBER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Oregon 93-0967413
- ------------------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
904 E. 10th Avenue, McMinnville, Oregon 97128
(Address of Principal Executive Offices, including Zip Code)
R-B Rubber Products, Inc. Directors Stock Option Plan
(Full Title of the Plan)
904 E. 10th Avenue
McMinnville, Oregon 97128
(Address of principal executive offices)
(503) 472-4691
(Telephone Number, Including Area Code, of principal executive offices)
----------------------
Copy to:
David C. Baca
Stuart C. Harris
Davis Wright Tremaine
1300 SW Fifth Avenue
Suite 2300
Portland, Oregon 97201
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================== ==================== ==================== ====================== ======================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price
- -------------------------- -------------------- -------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 $3.00 $1,200,000 $316.80
========================== ==================== ==================== ====================== ======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. The
price per share is estimated to be $3.00 based on the last sale quoted on
NASDAQ on April 20, 2000.
Page 1 of 17
Exhibit Index Page 9
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.1
Item 2. Registrant Information and Employee Plan Annual Information.2
- ----------
1 Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
of Form S-8.
2 Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
of Form S-8.
Page 2 of 17
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's most recent annual report on Form 10-KSB
(File No. 0-25974), filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, containing audited financial
statements for the Registrant's latest fiscal year;
(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 Registrant document referred to in
(a) above; and
(c) The Registrant's description of securities contained in the
registration statement on Form SB-2, filed under File No.
33-90376-LA and declared effective on May 9, 1995.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
Item 4. Description of Securities.
The securities to be offered pursuant to this Registration Statement
include non-statutory and incentive stock options (collectively the "Options")
to purchase shares of Common Stock (the "Shares") of the Registrant. There is no
established trading market for the Options. The Shares are listed and traded on
the National Association of Securities Dealers Automated Quotation System -
Small Cap Market ("NASDAQ-Small Cap") under the symbol "RBBR." During the
two-year period ended December 31, 1999 the Shares traded at a range between
$0.87 (low) and $3.33 (high) per Share. The closing price on April 20, 2000 was
$3.00.
The total number of options that may be granted under the Plan shall
not exceed 400,000.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has authority under applicable provisions of the Oregon
Corporations Act to indemnify its directors and officers to the extent provided
under such Act. The Registrant's
Page 3 of 17
<PAGE>
Bylaws, dated February 3, 1995 as currently amended, contain additional
indemnification provisions for the benefit of certain directors and officers of
the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as a part of this Registration
Statement:
Exhibit
Number Description
3.1 Articles of Incorporation (1)
3.2 Bylaws(1)
4.1 Reference is made to Exhibits 3.1 and 3.2
10.3 R-B Rubber Products, Inc. Directors Stock Option Plan Summary
5.1 Opinion of Davis Wright Tremaine.
23.1 Consent of Davis Wright Tremaine, contained in opinion filed as
Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Morrison & Liebswager.
24.1 Power of Attorney (see signature page).
- ----------
(1) Incorporated by reference to Registrant's Registration Statement on Form
SB-2, as amended and filed with the commission on May 9, 1995 (File No.
33-90376)
Page 4 of 17
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes to do the following:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus facts or events which,
individually or together, represent a fundamental change
in the information in the registration statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) 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.
(c) (1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under
the Securities Act as part of this registration statement as
of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat
each post-
Page 5 of 17
<PAGE>
effective amendment that contains a form of prospectus as a
new registration statement for the securities offered in the
registration statement, and offering of the securities at
that time as the initial bona fide offering of those
securities.
Page 6 of 17
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of McMinnville, State of Oregon, on the 24th day of
April 2000.
R-B RUBBER PRODUCTS, INC.,
AN OREGON CORPORATION
By:/s/ Ronald L. Bogh
--------------------
Ronald L. Bogh
President
POWER OF ATTORNEY
We, the undersigned officers and directors of R-B Rubber Products,
Inc., hereby severally and individually constitute and appoint Ronald L. Bogh
and Michael J. Highland, and each of them, as true and lawful attorneys in fact
for the undersigned, in any and all capacities, with full power of substitution,
to sign any and all amendments to this Registration Statement (including
post-effective amendments), and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys in fact, and each of them, 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, or any of them, may lawfully do or cause to be done by virtue
of this appointment.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Marvin S. Wool
- ----------------------
Marvin S. Wool Chairman of the Board, R-B Rubber April 24, 2000
Chairman of the Board Products, Inc.
/s/ Ronald L. Bogh President, R-B Rubber Products, April 24, 2000
- ---------------------- Inc.
Ronald L. Bogh
President
Page 7 of 17
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Paul M. Gilson
- ----------------------
Paul M. Gilson Director, Chief Operating Officer April 24, 2000
Director, Chief Operating and Senior Vice President, R-B
Officer and Senior Vice Rubber Products, Inc.
President
/s/ Gregory J. Divis
- ----------------------
Gregory J. Divis Director, Vice President and April 24, 2000
Director, Vice President Secretary, R-B Rubber Products,
and Secretary Inc.
/s/ Sandon L. Wool
- ----------------------
Sandon L. Wool Director, R-B Rubber Products, Inc. April 24, 2000
Director
/s/ Lawrence J. Young
- ----------------------
Lawrence J. Young Director, R-B Rubber Products, Inc. April 24, 2000
Director
/s/ Leland B. Curtis
- ----------------------
Leland B. Curtis Director, R-B Rubber Products, Inc. April 24, 2000
Director
/s/ Michael J. Highland
- -------------------------
Michael J. Highland Controller, R-B Rubber Products, April 24, 2000
Principal Accounting and Inc.
Financial Officer
Page 8 of 17
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Pages
- ------- ------------------------------------------------------------------- --------------
<S> <C> <C>
4.1 Articles of Incorporation dated March 10, 1995, incorporated by
reference from the Registrant's registration statement on Form SB-2
filed under File No. 33-90376-LA and declared effective on May 9,
1995.
4.2 Bylaws dated February 3, 1995, incorporated by reference from
the Registrant's registration statement on Form SB-2 filed
under File No. 33-90376-LA and declared effective on May 9,
1995.
10.3 R-B Rubber Products, Inc. Directors Stock Option Plan Summary. 10
5.1 Opinion of Davis Wright Tremaine. 14
23.1 Consent of Davis Wright Tremaine, contained in opinion filed as 14
Exhibit 5.1
23.2 Consent of Arthur Andersen LLP. 16
23.3 Consent of Morrison & Liebswager. 17
24.1 Power of Attorney (see signature page) 7
</TABLE>
Page 9 of 17
R-B RUBBER PRODUCTS, INC.
DIRECTORS STOCK OPTION PLAN INFORMATION
----------
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933
----------
GENERAL PLAN INFORMATION
R-B Rubber Products, Inc. (the "Company") established the R-B Rubber
Products, Inc. Directors Stock Option Plan as amended (the "Plan") to provide a
performance incentive for members of the Board of Directors, and to enable these
individuals to acquire or increase proprietary interest in the success of the
Company. The effective date of the Plan was February 21, 2000. The Company is
the Registrant. The Plan has not yet been approved by the Company's
shareholders.
Pursuant to the terms of the Plan, the Company's Board of Directors
(the "Board") has reserved the right to terminate, modify, or amend the Plan
subject to the following restriction: The Board must obtain shareholder approval
for any amendment that (1) increases the number of shares of Common Stock
available under the Plan, (2) changes the Plan's eligibility provisions, or (3)
requires shareholder approval under applicable law.
The Plan Administrator may modify or amend outstanding options granted
under the Plan, provided modification or amendment of an outstanding option
shall not, without the consent of the optionee, impair or diminish any of the
optionee's rights or any of the obligations of the Company. Except as otherwise
provided in the Plan, no outstanding option shall be terminated without the
consent of the optionee. The Plan is not subject to Section 401(a) of the
Internal Revenue Code of 1986 (the "Code") or the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
The "Plan Administrator" is the Board, unless the Board authorizes and
appoints a committee to serve as Plan Administrator. The Board may appoint the
members of the committee for such terms as the Board may determine. The Board
may from time to time remove members from, or add members to, the committee.
Vacancies on the committee, however caused, may be filled by the Board.
The Plan Administrator acts as the manager of the Plan, possessing
discretionary authority to determine all matters relating to the options to be
granted. The Plan Administrator has the sole authority to interpret the
provisions of the Plan, any option issued under the Plan, and any rule or
regulation applicable to the Plan. The Plan Administrator's interpretation is
conclusive and binding on all interested parties.
Page 10 of 17
<PAGE>
Participants in the Plan may obtain additional information about the
Plan from R-B Rubber Products, Inc., whose address is 904 E. 10th Avenue,
McMinnville, Oregon 97128, and whose telephone number is (503) 472-4691.
SECURITIES TO BE OFFERED
The stock available under the stock options granted under the Plan are
shares (the "Shares") of the Company's authorized but unissued common stock,
with no par value ("Common Stock"). The total number of Shares that may be
issued pursuant to options under the Plan shall not exceed an aggregate of
400,000.
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
The Plan provides that as of each annual shareholders meeting of the
Company, each member of the Board of Directors who has served in that position
for at least three months shall receive an option to purchase 7,000 Shares. The
option shall be fully vested and immediately exercisable. The effective date of
the grant will be the date of the annual meeting.
The Plan provides for the granting of both incentive stock options
under Section 422 of the Code and non-statutory options. Directors who are also
employees of the Company (or a parent or subsidiary corporation of the Company)
on the option grant date shall receive incentive stock options. Directors who
are not also employees of the Company (or a parent or subsidiary corporation of
the Company) on the option grant date shall receive non-statutory options.
PURCHASE OF SECURITIES OFFERED
The purchase price per Share under each option shall equal 115% of the
average closing price of the Company's Common Stock for the two week period
preceding the annual shareholders meeting. An optionee must exercise his or her
option, if at all, before it expires. Each option shall expire on the fifth
anniversary of the date on which the option was granted.
Payment of the option exercise price shall be made in full at the time
the optionee delivers the notice of exercise to the Company. Payment shall be in
cash, bank-certified check, cashier's check, or personal check (unless at the
time of exercise the Plan Administrator in a particular case determines not to
accept a personal check). Upon exercise of an option, the optionee will purchase
authorized but unissued Common Stock from the Company. The Company will not
impose any fees, commissions, or charges. The Company will receive the entire
purchase price as stated in each option agreement.
RESALE RESTRICTIONS
In certain situations directors and principal shareholders of the
Company who receive options may not, for a period of six months following the
initial grant of the option, sell the corresponding shares of Common Stock.
Page 11 of 17
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The grant of a stock option will not trigger taxable income to the
optionee. When any part of the non-statutory option is exercised, the optionee
is deemed to have received ordinary income in an amount equal to the fair market
value of the Common Stock received, minus the corresponding option price. In the
event an optionee cannot sell Shares acquired through the exercise of an option
without incurring liability under Section 16(b) of the Securities Exchange Act
of 1934, the recognition of income is delayed (unless the optionee elects
otherwise under Section 83(b) of the Code within 30 days of the exercise) until
the earlier of (i) the end of six months after the purchase of the stock or (ii)
the first day the restriction ceases.
If an optionee exercises incentive stock options and does not dispose
of the Shares received within two years after the date of the grant of such
stock options or within one year after the issuance of the Shares to him or her,
any gain realized upon disposition will be characterized as long-term capital
gain. In such case, the Company will not be entitled to a tax deduction. If the
optionee disposes of the shares either within two years after the date that the
options are granted or within one year after the issuance of the Shares to him
or her, such disposition will be treated as a disqualifying disposition and an
amount equal to the lesser of (i) the fair market value of the Shares on the
date of exercise minus the exercise price, or (ii) the amount realized on the
disposition minus the exercise price, will be taxed as ordinary income to the
optionee in the taxable year in which the disposition occurs.
The Company may claim a tax deduction equal to the amount of ordinary
income realized by the optionee. Unless the optionee is an independent
contractor or foreign resident, the Company is generally required to withhold
the income and employment taxes applicable to the income the optionee recognizes
on the exercise of a non-statutory stock option. The Company may withhold from
regular wages or supplemental wages, or otherwise insure that the taxes required
to be withheld are available for payment, including the withholding of an
appropriate number of Shares to be issued upon the exercise of the option.
The foregoing is a summary of the complex federal income tax laws
affecting the exercise of stock options. State and local income tax consequences
may differ. An optionee who intends to exercise an option or sell or otherwise
dispose of stock acquired through the exercise of an option should consult his
or her own tax advisor regarding the possible federal, state, and local income
tax consequences.
ASSIGNMENT AND FORFEITURE OF INTEREST
Options granted under the Plan and the rights and privileges conferred
thereby may not be transferred, assigned, pledged, or hypothecated in any manner
(whether by operation of law or otherwise), other than by will or applicable
laws of descent and distribution; provided that non-statutory stock options may
be transferred to a revocable trust established by the optionee for his or her
descendants, to an immediate family member, or to a partnership in which only
immediate family members or such estate-planning trusts are partners. Options
shall not be subject to execution, attachment, or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of any
option under the Plan, or any rights or privilege conferred by the Plan,
contrary to the provisions of the Plan, or upon the sale or levy or any
Page 12 of 17
<PAGE>
attachment or similar process upon the rights and privileges conferred by the
Plan, such option shall thereupon terminate and become void. No person may
create a lien on any funds, securities, or other property held under the Plan.
Options granted under the Plan shall continue for the duration of their
original five-year term, regardless of an optionee's continued status as a
Director or employee, unless an optionee's employment is terminated for "cause"
(as defined in the Plan), in which case the options shall immediately expire. If
an incentive stock option is not exercised within three months after termination
of employment, the option shall be treated as a non-statutory option.
INFORMATION ABOUT THE COMPANY
The following documents are available to holders of options without
charge, upon written or oral request to the Company. Requests should be directed
to the Company's office at 904 E. 10th Avenue, McMinnville, Oregon 97128, and
whose telephone number is (503) 472-4691.
(a) The Company's latest annual report filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, or the latest prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933, which contains,
either directly or by reference, certified 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) Information as to stock options, including the amount outstanding,
exercises, prices, and expiration dates, which will be included in the future
either in the Company's proxy statements, annual reports, or appendices to the
prospectus.
April 20, 2000
Page 13 of 17
(Davis Wright Tremaine Letterhead)
STUART C. HARRIS SUITE 2300 TEL (503) 241-2300
Direct (503) 778-5428 1300 SW FIFTH AVENUE FAX (503) 778-5299
[email protected] PORTLAND, OR 97201-5682 www.dwt.com
April 20, 2000
R-B Rubber Products, Inc.
904 E 10th Avenue
McMinnville, Oregon 97128
Re: Directors Stock Option Plan
Dear Ladies and Gentlemen:
We have acted as counsel to R-B Rubber Products, Inc. (the "Company") in
connection with its registration statement of its Directors Stock Option Plan
and corresponding Shares (the "Registration Statement"). Capitalized terms used
herein that are not otherwise defined have the meanings ascribed thereto as set
forth in the Registration Statement and the exhibits thereto.
We have examined such documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinions hereinafter expressed. We have
assumed the genuineness of all signatures, the authenticity of documents,
certificates and records submitted to us as originals, the conformity to the
originals of all documents, certificates and records submitted to us as copies,
the legal capacity of all natural persons executing documents, certificates and
records, and the completeness and accuracy as of the date of this opinion letter
of the information contained in such documents, certificates and records.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly formed and validly existing under the laws
of the State of Oregon.
2. The Plan, the Shares and the options respecting such Shares
have been duly authorized and, when appropriate certificates
have been duly executed by the proper officers of the Company,
will be validly issued, fully paid and nonassessable.
Page 14 of 17
<PAGE>
R-B Rubber Products, Inc.
April 20, 2000
Page 2
This opinion is limited to the laws of the State of Oregon and the federal laws
of the United States of the type typically applicable to transactions
contemplated by the Registration Statement. We express no opinion with respect
to the laws of any other country, state or jurisdiction.
This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. This letter
speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretations. We undertake no
responsibility to update or supplement this letter after the date hereof.
We consent to being named in the Registration Statement as counsel who are
passing upon the validity of the options to be issued pursuant to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in such Registration Statement. Subject to the foregoing, this opinion
letter may be relied upon by you only in connection with the Offering and may
not be used or relied upon by you for any other purpose or by any other person
for any purpose whatsoever without, in each instance, our prior written consent.
Very truly yours,
Davis Wright Tremaine LLP
/s/ Stuart C. Harris
Stuart C. Harris
KAM:
Page 15 of 17
Exhibit 23.2
Consent of Arthur Andersen LLP
We consent to the use of our reports incorporated herein by reference, which
reports appear in the R-B Rubber Products, Inc. Form 10-KSB as of and for the
fiscal year ended December 31, 1999.
/s/ _____________________
Portland, Oregon
April 24, 2000
Page 16 of 17
Exhibit 23.3
Consent of Morrison & Liebswager
We consent to the use of our reports incorporated herein by reference, which
reports appear in the R-B Rubber Products, Inc. Form 10-KSB as of and for the
fiscal year ended December 31, 1999.
/s/ _____________________
Portland, Oregon
April 24, 2000
Page 17 of 17
