Registration No. ___________
Securities and Exchange Commission
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Symetrics Industries, Inc.
(Exact name of registrant as specified in its charter)
Florida 59-0954868
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
557 North Harbor City Boulevard
Melbourne, Florida 32935
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(Address of principal executive offices) (zip code)
SYMETRICS INDUSTRIES, INC. STOCK OPTION PLAN
(Full title of the plan)
Dudley E. Garner, Jr., President
Symetrics Industries, Inc.
557 North Harbor City Boulevard
Melbourne, Florida 32935
(Name and address of agent for service)
(407) 254-1500
(Telephone number, including area code, of agent for service)
Copies of communications to:
Suzan A. Abramson, Esquire
Grocock, Loftis & Abramson
126 East Jefferson Street
Orlando, FL 32801
(407) 422-0300
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share price registration fee
- ---------------- ------------- --------------- ----- ----------------
<S> <C> <C> <C> <C>
Common Stock 120,000
($.25 par value) shares(2) $8.30 (3) $996,000 $343.45
</TABLE>
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(1) Plus such additional number of shares as may be required pursuant to the
Plan in the event of a stock split, split-up of shares, recapitalization
or other similar change in the Common Stock.
(2) Represents the number of additional shares of Common Stock which may be
purchased upon exercise of options outstanding or which may become
outstanding under the Symetrics Industries, Inc. Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 by averaging (i) the weighted average exercise price
of outstanding options and (ii) the average of the high and low prices of
the Registrant's Common Stock as reported on the NASD National Market
System on October 3, 1996.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The contents of Symetrics Industries, Inc. Registration Statement on
Form S-8. File No. 33-69930 are incorporated by reference herein.
Item 8. Exhibits.
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The following exhibits are filed herewith:
5.1 Opinion of Grocock, Loftis & Abramson as to the legality of the
securities being registered.
23.1 Consent of Pricher and Company, Independent Certified Public
Accountants.
23.2 Consent of Grocock, Loftis & Abramson (included in its opinion
filed as Exhibit 5.
Page 2
<PAGE>
SIGNATURES
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Pursuant to the requirements of this 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 Melbourne, State of Florida, on the 3rd day of
October, 1996.
SYMETRICS INDUSTRIES, INC.
By: /s/ Dudley E. Garner, Jr
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Dudley E. Garner, Jr., President
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DUDLEY E. GARNER, JR., his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and 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 and any other regulatory authority, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
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.
Date: August 6, 1996 /s/ Dudley E. Garner, Jr.
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Dudley E. Garner, Jr., Chairman of the
Board, President, and Chief Executive
Officer (Principal Executive Officer and
Principal Financial Officer)
Date: August 23, 1996 /s/ Jane J. Beach
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Jane J. Beach, Director
Page 3
<PAGE>
Date: September 3, 1996 /s/ Earl J. Claire
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Earl J. Claire, Director
Date: August 7, 1996 /s/ Michael E. Terry
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Michael E. Terry, Director
Date: August 27, 1996 /s/ Edwin H. Eichler
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Edwin H. Eichler, Director
Date: August 30, 1996 /s/ Michael D. Jensen
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Michael D. Jensen, Director
Date: August 6, 1996 /s/ W. Campbell McKegg
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W. Campbell McKegg, Vice President
Finance (Principal Accounting Officer)
Page 4
EXHIBIT 5.1
GROCOCK, LOFTIS & ABRAMSON
Attorneys at Law
A Partnership including Professional Associations
126 East Jefferson
Street, Suite 200
Orlando, Florida 32801
Facsimile: (407) 425-0032
Telephone: (407) 422-0300
Corporate, Securities,
and Franchise Law
SUZAN A. ABRAMSON, P.A.
October 3, 1996
Symetrics Industries, Inc.
557 North Harbor City Blvd.
Melbourne, FL 32935
Ladies and Gentlemen:
We have acted as counsel for Symetrics Industries, Inc., a Florida
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Registration Statement relates
to an additional 120,000 shares (the "Shares") of the Company's common stock,
par value of $.25 per share ("Common Stock"), to be issued upon the exercise of
options ("Options") granted or to be granted pursuant to the Symetrics
Industries, Inc. Stock Option Plan (the "Stock Option Plan").
As counsel, we have reviewed such records, documents, certificates and
other instruments as in our judgment are necessary or appropriate to form the
basis for the opinions hereinafter set forth. In all such examinations, we have
assumed the genuineness of signatures on original documents and the conformity
to such original documents of all copies submitted to us as certified, conformed
or photographic copies, and as to certificates of public officials, we have
assumed the same to have been properly given and to be accurate.
For purposes of the opinion set forth in clause (b) below, we have assumed
the following: (i) that the Shares which may be issued upon exercise of Options
granted pursuant to the Stock Option Plan will continue to be duly authorized on
the dates of such issuance, and (ii) on the date on which any Option is
exercised, such Option will have been duly executed, issued and delivered by the
Company and will constitute the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms subject,
as to enforceability, to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally, general
equitable principles and the discretion of courts in granting equitable
remedies.
<PAGE>
The opinions express herein are limited in all respects to the federal
laws of the United States of America and the laws of the State of Florida, and
no opinion is expressed with respect to the laws of any other jurisdiction or
any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
(a) The Shares are duly authorized; and
(b) When the Shares are issued upon exercise of the Options against
payment therefor, as provided in the Stock Option Plan, such Shares will be
validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof. This letter is being rendered
solely for the benefit of Symetrics Industries, Inc., in connection with the
matters addressed herein. This opinion may not be furnished to or relied upon by
any person or entity without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
GROCOCK, LOFTIS & ABRAMSON
By: /s/ Suzan A. Abramson
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Suzan A. Abramson
SAA/lms
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 1, 1996, which appears on page 13
of the 1996 Annual Report to Shareholders of Symetrics Industries, Inc.
PRICHER AND COMPANY
Orlando, Florida
October 3, 1996 /s/ Pricher and Company
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