AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LECROY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-2507777
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE, NEW YORK 10977
(Address of Principal Executive Offices) (ZIP Code)
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LeCroy Corporation 1998 Non-Employee Director Stock Option Plan
(Full title of the Plan)
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LUTZ P. HENCKELS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
LECROY CORPORATION
700 CHESTNUT RIDGE ROAD
CHESTNUT RIDGE, NEW YORK 10977
(914) 425-2000
(Name,address, including ZIP code, and telephone number, including
area code, of agent for service and registrant's principal
executive offices)
Copy to:
ROGER D. FELDMAN, ESQ.
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 951-8000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 500,000 $14.50 $7,250,000 $2,015.50
===========================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Registrant's
Common Stock, $0.01 par value per share, reported by the Nasdaq
National Market on November 29, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by LeCroy Corporation (the "Registrant")
with the Securities and Exchange Commission (the "SEC") are incorporated by
reference into this Registration Statement:
1. The Registrant's Annual Report on Form 10-K, as amended, for the fiscal
year ended June 30, 1999;
2. All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the Registrant's 1999 fiscal year; and
3. The descriptions of the Registrant's Common Stock that are contained in
the registration statements filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of filing of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities registered hereby
have been sold or that deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Each of Roger D. Feldman and Brian Keeler, both of whom are partners in
Bingham Dana LLP, legal counsel to the Registrant, is an Assistant Secretary of
the Registrant. As of the date of filing hereof, Mr. Feldman holds, as trustee
of certain trusts, an aggregate of 78,989 shares of the Registrant's Common
Stock. Mr. Feldman disclaims beneficial ownership of such shares. Additionally,
Mr. Keeler owns 300 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons
to the extent and under the circumstances set forth therein.
The Registrant's Certificate of Incorporation and By-laws provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
The Registrant intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to Registrant's Registration Statement on Form
S-1, Registration
No. 33-95620).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to
Registrant's Registration Statement on Form S-1, Registration No.
33-95620).
5 Opinion of Bingham Dana LLP as to legality of securities being
registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on the signature pages of this Registration
Statement)
ITEM 9. UNDERTAKINGS.
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 to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this 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 that 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 Sections 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) that is incorporated by reference in this 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;
(5) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security
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holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information; and
(6) 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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Village of Chestnut Ridge, State of New York, on
November 30, 1999.
LECROY CORPORATION
By: /s/ Lutz P. Henckels
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Name: Lutz P. Henckels
Title: President, Chief Executive Officer and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Lutz P.
Henckels, John C. Maag and Roger D. Feldman, and each of them singly, acting
alone and without the other, his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution in each of them, for him and
his name, place and stead, and in any and all capacities, to do and perform any
and all acts and to sign any and all amendments (including without limitation
post-effective amendments) to this registration statement on Form S-8 and to
file the same, with all exhibits thereto and other documents in connection
therewith necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, which amendments
may make such other changes in the Registration Statement as the aforesaid
attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE CAPACITY(-IES) DATE
<S> <C> <C>
/s/ Charles A. Dickinson Chairman of the Board November 30, 1999
- ---------------------------- of the Board of Directors
CHARLES A. DICKINSON
/s/ Lutz P. Henckels President, Chief Executive November 30, 1999
- ---------------------------- Officer and Director
LUTZ P. HENCKELS
/s/ John C. Maag Vice President--Finance, November 30, 1999
- ---------------------------- Chief Financial Officer,
JOHN C. MAAG Secretary and Treasurer
(Principal Financial and
Accounting Officer)
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/s/ Robert E. Anderson Director November 30, 1999
- ----------------------------
ROBERT E. ANDERSON
/s/ Douglas A. Kingsley Director November 30, 1999
- ----------------------------
DOUGLAS A. KINGSLEY
/s/ Walter O. LeCroy, Jr. Director November 30, 1999
- ----------------------------
WALTER O. LECROY, JR.
/s/ William G. Scheerer Director November 30, 1999
- ----------------------------
WILLIAM G. SCHEERER
/s/ Allyn C. Woodward, Jr. Director November 30, 1999
- ----------------------------
ALLYN C. WOODWARD, JR.
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EXHIBIT INDEX
Exhibit No. Description
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to Registrant's Registration Statement on Form
S-1, Registration
No. 33-95620).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to
Registrant's Registration Statement on Form S-1, Registration No.
33-95620).
5 Opinion of Bingham Dana LLP as to legality of securities being
registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on the signature pages of this Registration
Statement)
Exhibit 5
November 30, 1999
LeCroy Corporation
700 Chestnut Ridge Road
Chestnut Ridge, NY 10977
Re: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel for LeCroy Corporation, a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on
Form S-8, to be filed with the Securities and Exchange Commission on November
30, 1999 (the "Registration Statement").
The Registration Statement effects the registration of 500,000 shares of
the common stock, $0.01 par value per share, of the Company (the "Shares"),
that are to be issued by the Company pursuant to the Company's 1998
Non-Employee Director Stock Option Plan (the "Plan").
We have reviewed the corporate proceedings of the Company with respect to
the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
We further assume, without investigation, that all Shares issued pursuant
to the Plan will be issued in accordance with the terms of such Plan and that
the purchase price of each of the Shares will be at least equal to the par
value of such Shares.
Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the Delaware General Corporation Law as applied by
courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options pursuant to the
Plan and against the payment of any purchase price therefor, will be validly
issued, fully paid and nonassessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Non-Employee Director Stock Option Plan of
LeCroy Corporation of our report dated August 2, 1999, except for the last
sentence of the second paragraph of Note 6, as to which the date is September
7, 1999, with respect to the consolidated financial statements and schedule of
LeCroy Corporation included in its Annual Report (Form 10-K) for the year ended
June 30, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Hackensack, New Jersey
November 23, 1999
