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As filed with the Securities and Exchange Commission on October 14, 1998
Registration Statement No.
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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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YOUNG INNOVATIONS, INC.
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(Exact name of Registrant as specified in its charter)
Missouri 43-1718931
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(State of incorporation) I.R.S. Employer Identification No.
13705 Shoreline Court, Earth City, Missouri 63045
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(Address of Principal Executive Offices) (Zip Code)
1997 STOCK OPTION PLAN
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(Full title of the plan)
George E. Richmond
Chief Executive Officer
Young Innovations, Inc.
13705 Shoreline Court
Earth City, Missouri 63045
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(Name and address of agent for service)
(314) 344-0010
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(Telephone number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share(12) aggregate offering price(2) registration fee
---------------- ---------- ---------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par 350,000 shares $12.625 $4,545,000 $1,341
value $.01 per share
============================================================================================================================
</TABLE>
(1) Average of high and low trading prices of Registrant's Common Stock
as quoted on the NASDAQ National Market on October 13, 1998.
(2) Estimated for purposes of computing the registration fee only.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART I
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Young Innovations, Inc. (the
"Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1997; and
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed October 15,
1997, filed under the Securities Exchange Act of 1934.
All documents filed by the Registrant subsequent to the date of this
Registration Statement 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 hereunder 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 of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3(c) above.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Missouri corporation. Chapter 351, Section 355 of
the Revised Statutes of Missouri ("Section 351.355") empowers a Missouri
corporation to indemnify any director, officer, employee or agent, who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the director, officer, employee or agent is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 351.355 empowers a corporation to indemnify any director,
officer, employee or agent, or former director, officer, employee or agent, who
was or is a party to or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above against expenses, including attorneys'
fees actually and reasonably incurred in connection with the defense or
settlement of such action or suit; provided that such director, officer,
employee or agent acted in good faith in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such director, officer, employee or agent shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the Court in which such action or suit was
brought shall determine upon application, that, despite the adjudication of
liability but in view of all the circumstances of the case, such director,
officer, employee or agent is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.
Section 351.355 further provides that to the extent a director, officer
or employee of a corporation has been successful in the defense of any action,
suit or proceeding referred to in the preceding paragraphs or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; provided that indemnification provided for by Section
351.355 granted pursuant thereto shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against liability asserted against him or incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 351.355.
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Article VI of the Registrant's By-Laws, as amended, and Article X of the
Registrant's Articles of Incorporation, as amended, provide that the Registrant
shall to the fullest extent permitted by Section 351.355 indemnify all persons
whom it shall have power to indemnify under Section 351.355 against any and all
of the expenses, liabilities or other matters referred to in Section 351.355.
The indemnification provided in the Registrant's Articles of
Incorporation and By-Laws is not exclusive of any other rights which such
officer or director may have, and the Registrant has the right to purchase and
maintain insurance for its indemnification obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS. The following Exhibits are filed as a part of this
Registration Statement:
EXHIBIT DESCRIPTION
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4 Young Innovations, Inc. 1997 Stock Option Plan, including
forms of Option Agreements.
5 Opinion of Armstrong, Teasdale, Schlafly & Davis
regarding legality of securities being registered.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Armstrong, Teasdale, Schlafly & Davis
(included in Exhibit 5).
24 Powers of Attorney (see Signature Page).
ITEM 9. UNDERTAKINGS.
(a) The 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;
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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 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934 that are
incorporated by reference 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 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 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 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 in 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 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 persons 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
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 Earth City, State of Missouri, on October 13, 1998.
YOUNG INNOVATIONS, INC.
By: /s/ GEORGE E. RICHMOND
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George E. Richmond
Chairman of the Board and Chief
Executive Officer
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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.
Each person whose signature appears below constitutes and appoints
George E. Richmond and Michael W. Eggleston, each acting alone, his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
re-substitution, for him and in his name, place or stead, in any and all
capacities, to sign any and all amendments (including post-effective 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, hereby granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and things
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 and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ George E. Richmond Chairman of the Board, Chief September 30, 1998
- ----------------------------- Executive Officer, Director (Principal
George E. Richmond Executive Officer)
/s/ Alfred E. Brennan
- ----------------------------- President, Chief Operating Officer, September 30, 1998
Alfred E. Brennan Director
/s/ Michael W. Eggleston
- ----------------------------- Vice President, Treasurer, Chief September 30, 1998
Michael W. Eggleston Financial Officer, Director (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Richard G. Richmond
- ----------------------------- Secretary and Director September 30, 1998
Richard G. Richmond
/s/ Richard P. Conerly
- ----------------------------- Director September 30, 1998
Richard P. Conerly
/s/ Connie H. Drisko
- ----------------------------- Director September 30, 1998
Connie H. Drisko
/s/ Arthur L. Herbst, Jr.
- ----------------------------- Director September 30, 1998
Arthur L. Herbst, Jr.
/s/ Craig E. LaBarge
- ----------------------------- Director September 30, 1998
Craig E. LaBarge
</TABLE>
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INDEX TO EXHIBITS
Exhibit Description
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4 Young Innovations, Inc. 1997 Stock Option Plan, including
forms of Option Agreements, filed as Exhibit 10.17 to the
Registrant's Registration Statement No. 333-34971 and
incorporated herein by reference.
5 Opinion of Armstrong, Teasdale, Schlafly & Davis
regarding legality of securities being registered.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Armstrong, Teasdale, Schlafly & Davis
(incorporated in Exhibit 5).
24 Powers of Attorney (see Signature Page).
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EXHIBIT 5
[ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LETTERHEAD]
October 13, 1998
Young Innovations, Inc.
13705 Shoreline Court East
Earth City, MO 63045
Re: REGISTRATION STATEMENT ON FORM S-8
350,000 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
Ladies and Gentlemen:
As your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), that Young Innovations, Inc. (the "Company")
intends to file with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 350,000 shares of Common Stock, par value $.01 per share (the
"Shares"), issuable upon the exercise of options granted to employees and
directors of the Company under the 1997 Stock Option Plan of the Company (the
"Option Plan"). We are familiar with the actions taken and proposed to be taken
by you in connection with the authorization and proposed issuance and sale of
the Shares. Additionally, we have examined such questions of law and fact as we
have considered necessary and appropriate for the purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies. We are opining herein as to the effect on the subject transactions only
as to the law of the State of Missouri, and we express no opinion as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or any matters of municipal law or the laws of any local agencies
within such state.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon issuance of the Shares under the terms of the
Option Plan and delivery and payment therefor of legal consideration at least
equal to the aggregate par value of the Shares issued, such Shares will be
validly issued, fully paid and nonassessable.
Respectfully submitted,
ARMSTRONG, TEASDALE, SCHLAFLY
& DAVIS
By:________________________________
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4, 1998,
(except with respect to the matter discussed in Note 21, as to which the date
is February 27, 1998) included in Young Innovation Inc.'s Form 10-K for the
year ended December 31, 1997, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
October 13, 1998
