As filed with the Securities and Exchange
Commission on November 7, 2000
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
PRO TECH COMMUNICATIONS, INC.
(Exact name of Registrant as specified in Charter)
Florida 59-3281593
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3111 Industrial 25th Street
Ft. Pierce, Florida 34946
(561) 464-5100
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
1998 Stock Option Plan
(Full title of the Plan)
RICHARD HENNESSEY, PRESIDENT
PRO TECH COMMUNICATIONS, INC.
3111 INDUSTRIAL 25TH STREET
FT. PIERCE, FLORIDA 34946
(561) 464-5100
(Name and Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies of all communications and notices to:
WILLIAM P. O'NEILL, ESQ.
CROWELL & MORING LLP
1001 PENNSYLVANIA AVE, NW
WASHINGTON, DC 20004
(202) 624-2500
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE PRICE FEE
-------------------- ------------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
COMMON STOCK 1,500,000 SHARES $0.750 (2) $1,125,000 $ 297
</TABLE>
(1) This registration statement also covers such additional shares of common
stock as may be issuable pursuant to adjustments deemed necessary or
equitable by the Board of Directors of the registrant upon changes in
capitalization, as provided in Section 9 of the 1998 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low prices
for the common stock as reported on the NASD OTC Bulletin Board on
November 1, 2000. The fees noted above were paid by the registrant on
November 2, 2000.
STATEMENT OF INCORPORATION BY REFERENCE
A registration statement on Form S-8 (File No. 333-60541) was filed with
the Securities and Exchange Commission on August 3, 1998 covering the
registration of 500,000 shares initially authorized for issuance under the 1998
Stock Option Plan (the "1998 Plan"). Pursuant to Rule 429 of the Securities Act
of 1933, as amended, and General Instruction E of Form S-8, this registration
statement is being filed to register an additional 1,500,000 shares authorized
under the 1998 Plan. This registration statement should also be considered a
post-effective amendment to the prior registration statement. The contents of
the prior registration statement are incorporated herein by reference.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Item 1 will be sent
or given to employees as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference in this registration statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in this section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) of the
Securities Act, or additional information about the 1998 Plan and its
administrators are available without charge by contacting:
Richard Hennessey, President
Pro Tech Communications
3111 Industrial 25th Street
Ft. Pierce, Florida 34946
(561) 464-5100
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed previously with the
Commission by Pro Tech Communications, Inc. (the "Company") (Commission File No.
98676448) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1999 (filed on January 31, 2000, as amended April
12 and April 26, 2000) and the Company's Annual Meeting Notice and
Proxy Statement dated June 20, 2000 (incorporated therein by
reference).
(b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended January 31, 2000, April 30, 2000 and July 31, 2000
and all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's fiscal year.
(c) The description of the Company's common stock, par value $0.001 per
share, found in Item 8 of the Company's Registration Statement on
Form 10-SB filed with the Commission on August 5, 1996, including
any amendment or report filed for the purpose of updating such
description.
All documents filed with the Commission subsequent to the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 or 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
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents with the Commission.
Item 4. Descriptions of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Matters relating to the legality of the shares of common stock being
offered hereby have been reviewed for the Company by its outside counsel,
Crowell & Moring LLP, 1001 Pennsylvania Avenue, NW, Washington, DC 20004.
Item 6. Indemnification of Officers and Directors
Article VI of the Registrant's Bylaws, as amended to the date of this
registration statement, provides as follows:
Section 1. General. To the fullest extent permitted by law, this Corporation
shall be entitled but not obligated to indemnify any person who is or was a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or other type of proceeding (other than an action by or
in the right of this Corporation), whether civil, criminal, administrative,
investigative or otherwise, and whether formal or informal, by reason of the
fact that such person is or was a director or officer of this Corporation or is
or was serving at the request of this Corporation as a director, officer,
employee, agent, trustee or fiduciary of another corporation, partnership, joint
venture, trust (including, without limitation, an employee benefit trust) or
other enterprise, against judgments, amounts paid in settlement, penalties,
fines (including an excise tax assessed with respect to any employee benefit
plan) and expenses (including attorneys' fees, paralegals' fees and court costs)
actually and reasonably incurred in connection with any such action, suit or
other proceeding, including any appeal thereof, if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of this Corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful. The termination of any such action, suit or other proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner that such person reasonably believed to be
in, or not opposed to, the best interests of this Corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
Section 2. Actions by or in the Right of this Corporation. To the fullest extent
permitted by law, whenever indemnification is proper as determined below, this
Corporation shall be obligated to indemnify any person who is or was a party, or
is threatened to be made a party, to any threatened, pending or completed
action, suit or other type of proceeding (as further described in Section 1 of
this Article VI) by or in the right of this Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or officer
of this Corporation or is or was serving at the request of this Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
paralegals' fees and court costs) and amounts paid in settlement not exceeding,
in the judgment of the Board of Directors, the estimated expenses of litigating
the action, suit or other proceeding to conclusion, actually and reasonably
incurred in connection with the defense or settlement of such action, suit or
other proceeding, including any appeal thereof, if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of this Corporation, except that no indemnification shall
be made under this Section 2 in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such action, suit or other proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses that such court shall deem proper.
Section 3. Obligation to Indemnify. To the extent that a director or officer has
been successful on the merits or otherwise in defense of any action, suit or
other proceeding referred to in Section 1 or Section 2 of this Article VI, or in
the defense of any claim, issue or matter therein, such person shall, upon
application, be indemnified against expenses (including attorneys' fees,
paralegals' fees and court costs) actually and reasonably incurred by such
person in connection therewith.
Section 4. Determination that Indemnification is Proper. Indemnification
pursuant to Section 1 or Section 2 of this Article VI, unless made under the
provisions of Section 3 of this Article VI or unless otherwise made pursuant to
a determination by a court, shall be made by this Corporation only as authorized
in the specific case upon a determination that the indemnification is proper in
the circumstances because the indemnified person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VI. Such
determination shall be made either (1) by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to the action,
suit or other proceeding to which the indemnification relates; (2) if such a
quorum is not obtainable or, even if obtainable, by majority vote of a committee
duly designated by the Board of Directors (the designation being one in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to such action, suit or other proceeding; (3)
by independent legal counsel (i) selected by the Board of Directors in
accordance with the requirements of subsection (1) or by a committee designated
under subsection (2) or (ii) if a quorum of the directors cannot be obtained and
a committee cannot be designated, selected by majority vote of the full Board of
Directors (the vote being one in which directors who are parties may
participate); or (4) by the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such action, suit or other
proceeding or, if no such quorum is obtainable, by a majority vote of
shareholders who were not parties to such action, suit or other proceeding.
Section 5. Evaluation and Authorization. Evaluation of the reasonableness of
expenses and authorization of indemnification shall be made in the same manner
as is prescribed in Section 4 of this Article VI for the determination that
indemnification is permissible; provided, however, that if the determination as
to whether indemnification is permissible is made by independent legal counsel,
the persons who selected such independent legal counsel shall be responsible for
evaluating the reasonableness of expenses and may authorize indemnification.
Section 6. Prepayment of Expenses. Expenses (including attorneys' fees,
paralegals' fees and court costs) incurred by a director or officer in defending
a civil or criminal action, suit or other proceeding referred to in Section 1 or
Section 2 of this Article VI may, in the discretion of the Board of Directors,
be paid by this Corporation in advance of the final disposition thereof upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if such person is ultimately found not to be entitled to
indemnification by this Corporation pursuant to this Article VI.
Section 7. Nonexclusivity and Limitations. The indemnification and advancement
of expenses provided pursuant to this Article VI shall not be deemed exclusive
of any other rights to which a person may be entitled under any law, bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in such person's official capacity and as to action in any other
capacity while holding office with this Corporation, and shall continue as to
any person who has ceased to be a director or officer and shall inure to the
benefit of such person's heirs and personal representatives. The Board of
Directors may, at any time, approve indemnification of or advancement of
expenses to any other person that this Corporation has the power by law to
indemnify, including, without limitation, employees and agents of this
Corporation. In all cases not specifically provided for in this Article VI,
indemnification or advancement of expenses shall not be made to the extent that
such indemnification or advancement of expenses is expressly prohibited bylaw.
Section 8. Continuation of Indemnification Right. Unless expressly otherwise
provided when authorized or ratified by this corporation, indemnification and
advancement of expenses as provided for in this Article VI shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
For purposes of this Article VI, the term "Corporation" includes, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger, so that any
person who is or was a director or officer of a constituent corporation, or is
or was serving at the request of a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, is in the same position under this Article VI with
respect to the resulting or surviving corporation as such person would have been
with respect to such constituent corporation if its separate existence had
continued.
Section 9. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
this Corporation, or who is or was serving at the request of this Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity or arising out of
such person's status as such, whether or not this Corporation would have the
power to indemnify such person against the liability under Section 1 or Section
2 of this Article VI.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
4(a) Amended and Restated Articles of Incorporation of the
Company as filed with the Department of State of the
state of Florida on September 29, 2000 (incorporated by
reference to Exhibit 3(b) of Registrant's
Registration Statement on Form S-1 filed on
November 3, 2000).
4(b) Bylaws of the Company (incorporated by reference to
Exhibit 3(c) to the Company's Registration Statement on
Form S-1 filed on November 3, 2000).
4(c) Amended and Restated 1998 Stock Option Plan.
5 Opinion of Crowell & Moring LLP, outside counsel to the
Company, as to the legality of the shares of common
stock to which this registration statement relates.
23(a) Consent of Morgan, Jacoby, Thurn, Boyle & Associates, P.A.
24 Powers of Attorney (see "Signatures").
<PAGE>
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a)(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;
(ii) To reflect in the prospectus any facts or event 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 in the
registration statement;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do 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 Exchange Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(b) That for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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.
<PAGE>
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 Ft. Pierce, State of Florida, on November 7, 2000.
PRO TECH COMMUNICATIONS, INC.
(Registrant)
Date: November 7, 2000 By: /s/ KEITH LARKIN
----------------------------------
Keith Larkin
Chairman of the Board,
Chief Executive Officer and
Treasurer
Each of the undersigned hereby appoints Keith Larkin, Chairman of the
Board, Chief Executive Officer, and Treasurer, his or her true and lawful
attorneys to execute (in the name of and on behalf of and as attorney for the
undersigned) 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
(1) Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
Date: November 7, 2000 /s/ KEITH LARKIN
---------------------------------
Keith Larkin,
Chairman of the Board,
Chief Executive Officer and
Treasurer
(2) Board of Directors
Date: November 7, 2000 /s/ RICHARD HENNESSEY
----------------------------
Richard Hennessey, President and
Director
Date: November 7, 2000 /s/ MICHAEL J. PARRELLA
----------------------------
Michael J. Parrella, Director
Date: November 7, 2000 /s/ CY E. HAMMOND
-------------------------------
Cy E. Hammond, Director
Date: November 7, 2000 /s/ IRENE LEBOVICS
---------------------------------
Irene Lebovics, Director
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
4(a) Amended and Restated Articles of Incorporation
of the Company as filed with the Department of
State of the state of Florida on
September 29, 2000 (incorporated by reference
to Exhibit 3(b) of Registrant's Registration
Statement on Form S-1 filed on
November 3, 2000).
4(b) Bylaws of the Company (incorporated by reference
to Exhibit 3(c) of the Company's Registration
Statement on Form S-1 filed on November 3, 2000).
4(c) Amended and Restated 1998 Stock Option Plan. 12
5 Opinion of Crowell & Moring LLP, outside 20
counsel to the Company, as to the legality of
the shares of common stock to which this
registration statement relates.
23(a) Consent of Morgan, Jacoby, Thurn, Boyle & 21
Associates, P.A.
24 Powers of Attorney (see "Signatures"). 9
