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As filed with the Securities and Exchange Commission April 7, 1997
Registration No. 33-
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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
TST/Impreso, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
75-1517936
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(I.R.S. Employer Identification No.)
652 Southwestern Boulevard, Coppell, TX 75019
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(Address of Principal Executive Offices)(Zip Code)
1995 Stock Option Plan
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(Full title of Plan)
Marshall Sorokwasz
652 Southwestern Blvd
Coppell, Texas 75019
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(Name and Address of Agent for Service)
(972) 462-0100
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Paul E. Gelbard, Esq.
Bachner, Tally, Polevoy & Misher LLP
380 Madison Ave.
New York, New York 10017
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 400,000 $ 6.75 $ 2,700,000 $ 843.75
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The price shown is the average of the high
and low price of the Common Stock as reported on Nasdaq National Market on
April 3, 1997.
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PART 11
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by
TST/Impreso, Inc. (the "Registrant"), pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to be a part
hereof from the date of filing such documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1996;
(c) The Registrant's definitive Proxy Statement, dated December
13, 1996, as filed with the Securities and Exchange Commission
in connection with the Registrant's Annual Meeting of
Stockholders held January 28, 1997.
Item 4. Description of Securities.
No response to this item is required.
Item 5. Interests of Named Experts and Counsel.
No response to this item is required.
Item 6. Indemnification of Directors and Officers.
The Seventh and Ninth Paragraphs of the Registrant's
Certificate of Incorporation provide as follows:
Seventh : The Corporation shall indemnify and advance expenses to the fullest
extent permitted by Section 145 of the General Corporation Law of Delaware, as
amended from time to time, each person who is or was a director or officer of
the Corporation and the heirs, executors and administrators of such a person.
Ninth : The personal liability of directors of the Corporation is hereby
eliminated to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of the State of Delaware as the same may be amended and
supplemented.
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Item 7. Exemption From Registration Claimed.
No response to this Item is required.
Item 8. Exhibits.
3(a) Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 No. 33-93814)
3(b) By-laws of the Company (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-1
No. 33-93814)
4 Form of Underwriters' Warrant (incorporated by
reference to Exhibit 4.1 to Registration Statement
on Form S-1 No. 33-93814)
5 Opinion of Bachner, Tally, Polevoy & Misher LLP, with
respect to the legality of the Common Stock to be
registered hereunder
10(a) 1995 Stock Option Plan (incorporated by reference to
Exhibit 10.1 to Registration Statement on Form S-1
No. 33-3814)
10(b) Employment Agreement dated September 28,1995, between
the Company and Marshall Sorokwasz (incorporated by
reference to Exhibit 10.2 to Registration Statement
on Form S-1 No. 33-93814)
21 Subsidiaries of the Registrant (incorporated by
reference to Exhibit 21.1 to Registration Statement
on Form S-1 No. 33-93814)
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Bachner, Tally, Polevoy & Misher LLP,
(contained in Exhibit 5)
Item 9. Undertakings.
(a) 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:
(i) to include any prospectus required by
section 10(a) (3) of the Securities Act of
1933;
(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 the 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.
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(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 which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 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 theSecurities Exchange Act of 1934) 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or 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 are 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.
(d) 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.
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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 Coppell, State of Texas, on the 7th day of
April, 1997.
TST/Impreso, Inc.
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(Registrant)
By: /s/ Marshall D. Sorokwasz
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Marshall Sorokwasz, Chairman
of the Board, President and Treasurer
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 date indicated.
/s/ Marshall D. Sorokwasz April 7, 1997
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Marshall D. Sorokwasz, Chairman
of the Board, President and Treasurer
(Principal Executive Officer)
/s/ Susan M. Atkins April 7, 1997
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Susan M. Atkins, Vice President
of Finance, CFO
(Principal Financial Officer)
/s/ Richard D. Bloom April 7, 1997
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Richard D. Bloom, Vice President
of Operations, Director
/s/ Donald E. Jett April 7, 1997
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Donald E. Jett, Secretary, Director
/s/ Robert F. Troisio April 7, 1997
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Robert F. Troisio, Director
/s/Bob L.. Minyard April 7, 1997
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Bob L. Minyard, Director
/s/Jay W. Ungerman April 7, 1997
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Jay W. Ungerman, Director
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INDEX TO EXHIBITS
TST/IMPRESO, INC.
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EXHIBIT DESCRIPTION OF
NUMBER EXHIBIT
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3(a) Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Registration
Statement on Form S-1 No. 33-93814)
3(b) By-laws of the Company (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1
No. 33-93814)
4 Form of Underwriters' Warrant (incorporated by reference to Exhibit 4.1 to Registration Statement on
Form S-1 No. 33-93814)
5 Opinion of Bachner, Tally, Polevoy & Misher LLP, with respect to the legality of the Common Stock to be
registered hereunder
10(a) 1995 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1
No. 33-93814)
10(b) Employment Agreement dated September 28,1995, between the Company and Marshall Sorokwasz (incorporated
by reference to Exhibit 10.2 to Registration Statement on Form S-1 No. 33-93814)
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Registration Statement on
Form S-1 No. 33-93814)
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Bachner, Tally, Polevoy & Misher LLP, (contained in Exhibit 5)
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EXHIBIT 5
April 1, 1997
TST/Impreso, Inc.
652 Southwestern Blvd.
Coppell, TX 75019
Re: TST/Impreso, Inc. 1995 Stock Option Plan
Gentlemen:
We have served as your counsel in connection with the preparation of
your Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, representing
the offering and issuance to certain persons under the TST/Impreso, Inc. 1995
Stock Option Plan (the "Plan") of an aggregate of 400,000 shares of your common
stock, $.01 par value (the "Common Stock").
We have examined such corporate records, documents and matters of law
as we have considered appropriate for the purposes of this opinion.
Based upon such examination and our participation in the preparation
of the Registration Statement, it is our opinion that the Common Stock, when
issued in the matter described in the Plan will be validly issued, fully paid
and non-assessable.
We consent to the reference made to our firm in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
BACHNER, TALLY, POLEVOY & MISHER LLP
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 4, 1996,
included in TST/ Impreso, Inc.'s Form 10-K for the year ended August 31, 1996,
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
April 4, 1997
