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As filed with the Securities and Exchange Commission on June 10, 1996
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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ROCKFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
California 33-0075112
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1851 East First Street, Suite 600
Santa Ana, California 92705
(Address of principal executive offices)
1995 STOCK OPTION PLAN
OF
ROCKFORD INDUSTRIES, INC.
(Full title of the plan)
Gerry J. Ricco
Chief Executive Officer
Rockford Industries, Inc.
1851 East First Street, Suite 600
Santa Ana, California 92705
(Name and address of agent for service)
(714) 547-7166
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share(1) price(1) fee(1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 350,000 $12.97 $4,540,375 $1,566
===================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee, were calculated based on an
average price of $12.97, which is comprised of (i) an average exercise
price of $7.83 for the 156,361 shares of Common Stock subject to awards
previously granted under the Plan and (ii) the average of the high and
low prices of the Common Stock on the National Association of Securities
Dealers Automated Quotation System - National Market System for June 4,
1996 for the 193,639 shares of Common Stock subject to awards remaining
to be granted under the Plan.
================================================================================
The Exhibit Index is located on page 7.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
_______________________
* The documents containing the information specified in Part I of Form S-8
(Plan Information and Registrant Information) 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 need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 of the Securities Act. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item
3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Rockford Industries, Inc. (the
"Company") filed by the Company with the Securities and Exchange Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the quarter ending
March 31, 1996; and
(c) The description of the Company's Common Stock
incorporated by reference in its registration statement filed under
Section 12 of the Exchange Act and any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Company
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 by reference into the prospectus and
to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document, all or any portion of which is 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 amended, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock, no par value per share (the "Common
Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As allowed by the California General Corporation Law, the
Company's Restated Articles of Incorporation provide that the liability of the
directors of the Company for monetary damages shall be eliminated to the
fullest extent permissible under California law. This is intended to eliminate
the personal liability of a director for monetary damages in an action brought
by or in the right of the Company for breach of a director's duties to the
Company or its shareholders except for liability: (1) for acts or omissions
that involve intentional misconduct or a knowing and culpable violation of law;
(2) for acts or omissions that a director believes to be contrary to the best
interests of the Company or its shareholders or that involve the absence of
good faith on the part of the director; (3) for any transaction from which a
director derived an improper personal benefit; (4) for acts or omissions that
show a reckless disregard for the director's duty to the Company or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of
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performing a director's duties, of a risk of serious injury to the Company or
its shareholders; (5) for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's duty to
the Company or its shareholders; (6) with respect to certain transactions, or
the approval of transactions in which a director has a material financial
interest; and (7) expressly imposed by a statute, for approval of certain
improper distributions to shareholders or certain loans or guarantees. These
provisions do not limit liability of an officer for any act or omission which
occurred prior to May 9, 1995, the effective date of the Company's Restated
Articles of Incorporation including such provision, and it does not eliminate
or limit the liability of an officer for any act or omission as an officer,
notwithstanding that the officer is also a director or that his actions, if
negligent or improper, have been ratified by the Board of Directors. Further,
the provision has no effect on claims arising under federal or state securities
laws and does not affect the availability of injunctions and other equitable
remedies available to the Company's shareholders for any violation of a
director's fiduciary duty to the Company or its shareholders. Although the
validity and scope of the legislation underlying the provision have not yet
been interpreted to any significant extent by the California courts, the
provision may relieve directors of monetary liability to the Company for
grossly negligent conduct, including conduct in situations involving attempted
takeovers of the Company.
Paragraph Six of the Company's Restated Articles of Incorporation
provides that the Company shall indemnify its directors to the fullest extent
permitted by the California General Corporation Law. Article VII of the
Company's amended and restated Bylaws provides that the Company shall indemnify
directors and officers of the Company to the fullest extent permitted by the
California General Corporation Law. The Company's amended and restated Bylaws
also permit the Company to purchase insurance on behalf of any such person
against any liability asserted against such person and incurred by such person
in any capacity, or out of such person's status as such, whether or not the
Company would have the power to indemnify such person against such liability
under the foregoing provision of the Bylaws.
The Company maintains directors and officers liability insurance
policies with Tamarack Insurance Company and Admiral Insurance Company. The
policies insure the directors and officers of the Company against loss arising
from certain claim or claims made against such directors or officers by reason
of certain wrongful acts. The policies provide a combined limit of liability
of $5,000,000 per year for both directors' and officers' liability coverage at
an annual premium of approximately $167,840.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See attached Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-
effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
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(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
this Registration Statement; and
(iii) 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;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(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 Section 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) The undersigned registrant hereby further undertakes
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
Section 15(d) of the Exchange Act 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 the time shall be deemed to be the initial bona fide
offering thereof.
(c) 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 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 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, 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 Santa Ana, State of California, on the 6th day
of June, 1996.
ROCKFORD INDUSTRIES, INC.
By: /s/ Gerry J. Ricco
-------------------------------------
Gerry J. Ricco
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
appoints Gerry J. Ricco and Larry E. Davis his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments, to this
Registration Statement and other documents in connection therewith, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gerry J. Ricco President, Chief Executive Officer and June 6, 1996
-------------------------------- Director (Principal Executive Officer)
Gerry J. Ricco
/s/ Brian Seigel Executive Vice President and Director June 6, 1996
--------------------------------
Brian Seigel
/s/ Larry Hartmann Executive Vice President and Director June 6, 1996
--------------------------------
Larry Hartmann
/s/ Larry E. Davis Senior Vice President and Chief June 6, 1996
-------------------------------- Financial Officer (Principal Financial
Larry E. Davis and Accounting Officer)
/s/ Floyd S. Robinson Director June 6, 1996
--------------------------------
Floyd S. Robinson
/s/ Robert S. Vaters Director June 6, 1996
--------------------------------
Robert S. Vaters
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description of Document Number
- ------- ----------------------- ----------
<S> <C> <C>
5 Opinion of O'Melveny & Myers . . . . . . . . . . . . . . . 8
10.1 1995 Stock Option Plan of Rockford Industries, Inc., filed
as Exhibit 10.9 to the Company's Registration Statement on
Form S-1 (No. 33-92756), filed on July 19, 1995, and
incorporated herein by this reference . . . . . . . . . . . *
23.1 Consent of Counsel (contained in its opinion filed as
Exhibit 5) . . . . . . . . . . . . . . . . . . . . . . . . 8
23.2 Consent of Deloitte & Touche LLP. . . . . . . . . . . . . . 9
24 Power of attorney (included in this Registration Statement
under "Signatures") . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
______________________
* Previously filed
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Exhibit 5
June
7th
1996
720,927-999
Rockford Industries, Inc.
1851 East First Street, Suite 600
Santa Ana, California 92705
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We are rendering this opinion to you in connection with a
Registration Statement on Form S-8 (the "Registration Statement") covering the
registration with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, of 350,000 shares (the "Shares") of Common Stock, no
par value, of Rockford Industries, Inc., a California corporation (the
"Company"), issuable upon the exercise of options granted or to be granted
under the 1995 Stock Option Plan of the Company (the "Plan"). We are familiar
with the proceedings heretofore taken by you in connection with the
authorization and issuance of the Shares.
In connection with this opinion, we have examined such
documents and have reviewed such matters of fact and questions of law as we
have considered necessary for purposes hereof. On the basis of such
examination and review and, subject to proceedings being duly taken and
completed by you as now contemplated by us as your counsel prior to the
issuance of the Shares, we are of the opinion that the Shares to be issued
under the Plan will, when issued and sold in accordance with the terms of the
Plan, be duly authorized, validly issued, fully paid and non-assessable shares
of Common Stock of the Company.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement of Rockford Industries, Inc. on Form S-8 of our report
dated February 16, 1996, except for Note 12, as to which the date is March 7,
1996, appearing in the Annual Report on Form 10-K of Rockford Industries, Inc.
for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Costa Mesa, California
June 6, 1996
Exhibit 23.2
