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Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TAB PRODUCTS CO.
(Exact name of registrant as specified in its charter)
Delaware 94-1190862
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1400 Page Mill Road
Palo Alto, CA 94304
(Address of principal executive offices) (Zip code)
TAB PRODUCTS CO.
TAX DEFERRED SAVINGS PLAN
(Full title of the plan)
Michael A. Dering
President and Chief Executive Officer
Tab Products Co.
1400 Page Mill Road
Palo Alto, CA 94304
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 415/852-2400
This registration statement, including all exhibits and attachments, contains
15 pages. The exhibit index may be found on page 10 of the consecutively
numbered pages of the registration statement.
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price fee
- ---------- ------------ ---------- --------- -------------
<S> <C> <C> <C> <C>
Common Stock 400,000 $5.41 $2,164,000.00 $746.21
Par Value $0.01
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1993, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Tab Products Co. Tax Deferred Savings Plan
described herein.
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(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low
prices of the Common Stock on August 29, 1995, as reported on the American
Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Tab Products Co. (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), containing audited financial statements for
the Company's latest fiscal year ended May 31, 1995 filed in August 1995 and
the latest annual report for the Tab Products Co. Tax Deferred Savings Plan
on Form 11-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act,
containing audited financial statements for the Plan's latest fiscal year
ended May 31, 1994 filed in November 1994.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-B filed under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
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 to this registration statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities 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
The class of securities to be offered is registered under Section
12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on directors' duty of
loyalty, acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, illegal payment of dividends and
approval of any transaction from which a director derives an improper
personal benefit.
The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care. The Bylaws of the Company provide for
indemnification of its directors, officers, employees and agents to the full
extent permitted by the General Corporation Law of the State of Delaware, the
Company's state of incorporation, including those circumstances in which
indemnification would otherwise be discretionary under Delaware Law. Section
145 of the General Corporation Law of the State of Delaware provides for
indemnification in terms sufficiently broad to indemnify such individuals,
under certain circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
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;
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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)(l)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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
the 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) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
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 Exchange Act (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
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8
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,
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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.
SIGNATURE
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 Palo Alto, State of California, on
August 31, 1995.
TAB PRODUCTS CO.
/s/ Michael A. Dering
By: _________________________________
Michael A. Dering, President and
Chief Executive Officer
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POWER OF ATTORNEY
The officers and directors of Tab Products Co. whose signatures appear
below, hereby constitute and appoint Michael A. Dering and John M. Palmer,
and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf
of the undersigned any amendment or amendments to this registration statement
on Form S-8, and does hereby ratify and confirm all that each of said
attorney and agent, or their or his substitutes, shall do or cause to be done
by virtue hereof. 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 indicated on August 31, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------
<S> <C>
/s/ Michael A. Dering
- -------------------------
Michael A. Dering Director, President and Chief Executive
Officer (Principal Executive Officer)
/s/ John M. Palmer
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John M. Palmer Vice President, Finance, Chief Financial
Officer (Principal Financial Officer)
/s/ James L. Anderson
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James L. Anderson Controller (Principal Accounting Officer)
/s/ Hans Wolf
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Hans Wolf Director and Chairman of the Board
/s/ Robert R. Augsburger
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Robert R. Augsburger Director
/s/ Dr. William E. Ayer
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Dr. William E. Ayer Director
/s/ John L. Doyle
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John L. Doyle Director
/s/ John W. Peth
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John W. Peth Director, Executive Vice President, Chief
Operating Officer and President, Tab U.S.
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, State of
California on August 31, 1995.
Tab Products Co. Tax Deferred Savings
Plan
/s/ Robert J. Sexton
By: ________________________________
Robert J. Sexton, Member of the
Administrative Committee
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POWER OF ATTORNEY
The members of the Administrative Committee for the Tab Products Co. Tax
Deferred Savings Plan whose signatures appear below, hereby constitute and
appoint John M. Palmer and Robert J. Sexton, and each of them, their true and
lawful attorneys and agents, with full power of substitution, each with power
to act alone, to sign and execute on behalf of the undersigned any amendment
or amendments to this registration statement on Form S-8, and does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof. 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
indicated on August 31, 1995.
<TABLE>
<CAPTION>
Signature Title
- -------------------------------------------------------------------------
<S> <C>
/s/ Robert Sexton
- -------------------------
Robert Sexton Member of the Administrative Committee
/s/ John M. Palmer
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John M. Palmer Member of the Administrative Committee
/s/ Wendi Downing
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Wendi Downing Member of the Administrative Committee
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered Page
-------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company is --
incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K filed with the Securities
and Exchange Commission in August 1993
4.2 Amended and Restated Bylaws of the --
Company, amended as of January 10, 1994,
is incorporated by reference to Exhibit 3.2 to
the Company's Form 10-K filed with the
Securities and Exchange Commission in
August 1994.
4.3 A copy of the Internal Revenue Service 11
determination letter that the Tab Products Co.
Profit Sharing 401K Plan (Tax Deferred
Savings Plan), adopted on June 1, 1978 and
amended on February 7, 1991 is qualified
under Section 401 of the Internal Revenue
Code
23.1 Consent of Counsel 14
23.2 Consent of Deloitte & Touche LLP,
Independent Auditors 15
24 Power of Attorney (included in signature --
pages to this registration statement)
</TABLE>
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Exhibit 4.3
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P O BOX 2350 ROOM 5127
LOS ANGELES, CA 90053
Employer Identification Number:
Date: Jul 10 1991 94-1190862
File Folder Number:
TAB PRODUCTS CO 770016621
C/O PENNY H GALLO Person to Contact:
C/O WARE & FREIDENRICH APC MELINDA OLSON
400 HAMILTON AVENUE Contact Telephone Number:
PALO ALTO, CA 94301 (213) 725-0905
Plan Name:
TAB PRODUCTS CO
PROFIT SHARING 401K PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated 5-23-91 6-10-91. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
02-07-91.
This determination letter is applicable for the plan adopted on
06-01-78.
This letter does not constitute a determination that your plan satisfies
the requirements of section 401(a)(26) of the code.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
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-2-
TAB PRODUCTS CO
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Michael J. Quinn
Michael J. Quinn
District Director
Enclosures:
Publication 794
PWBA 515
Addendum
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-3-
TAB PRODUCTS CO
This plan does not provide for contributions on behalf of participants with
less than one thousand hours of service during the plan year and/or does not
provide for contributions on behalf of participants not employed on the last
day of the plan year. The provision(s) may, in operation, cause this plan to
fail the coverage requirements of IRC 410(b) and/or the participation
requirements of IRC 401(a)(26). If this discrimination occurs, this plan will
not remain qualified.
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Exhibit 23.1
[LETTERHEAD]
Attorneys at Law
400 Hamilton Avenue
Palo Alto, CA 94301-1825
Tel (415) 328-6561
Fax (415) 327-3699
Our File No.
1200167-900400
August 31, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: TAB PRODUCTS CO.
REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES ISSUABLE
UNDER THE TAX DEFERRED SAVINGS PLAN
Ladies and Gentlemen:
As legal counsel for Tab Products Co., a Delaware corporation (the
"Company"), we consent to the use of our name wherever it appears in the
registration under the Securities Act of 1933, as amended, of up to 400,000
shares of the Common Stock, $0.01 par value, of the Company for the Tab
Products Co. Tax Deferred Savings Plan.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of TAB Products Co. on Form S-8 of our reports dated June 28, 1995 and
September 27, 1994, appearing in the Annual Report on Form 10-K of TAB
Products Co. for the year ended May 31, 1995 and in the Annual Report on
Form 11-K of TAB Products Co. Tax Deferred Savings Plan for the year
ended May 31, 1994, respectively.
DELOITTE & TOUCHE LLP
San Jose, California
August 29, 1995
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