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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
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TAB PRODUCTS CO.
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(Exact name of registrant as specified in its charter)
Delaware 94-1190862
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1400 Page Mill Road
Palo Alto, CA 94304
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(Address of principal executive offices) (Zip code)
TAB PRODUCTS CO.
1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
Philip C. Kantz
President and Chief Executive Officer
TAB Products Co.
1400 Page Mill Road
Palo Alto, CA 94304
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(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 9
pages. The exhibit index may be found on page 7 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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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share(2) price(2) fee
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1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
Common Stock 100,000 $9.0938 $909,380.00 $275.57
Par Value $0.01 50,000 $7.00 $350,000.00 $106.06
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TOTALS 150,000 $1,259,380.00 $381.63
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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.
(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
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1 Includes options to acquire such Common Stock.
2 Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding options, the price is
based upon the exercise price. As to the remaining shares, the price is based
upon the average of the high and low prices of the Common Stock on January 24,
1997, as reported on the American Stock Exchange.
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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
The validity of the shares of Common Stock to be offered hereunder has
been passed upon for the Company by Gray Cary Ware & Freidenrich, A Professional
Corporation. As of January 9, 1997 certain attorneys of Gray Cary Ware &
Freidenrich, A Professional Corporation, owned [500] shares of the Common Stock
of the Company.
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.
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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;
(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.
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(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, 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 January 28,
1997.
TAB PRODUCTS CO.
/s/ Philip C. Kantz
By:
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Philip C. Kantz, 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 Philip C. Kantz 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 January 28, 1997.
Signature Title
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/s/ Philip C. Kantz
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Philip C. Kantz 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 A. Wolf
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Hans A. Wolf Director and Chairman of the Board
/s/ Robert R. Augsburger
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Robert R. Augsburger Director
/s/ Robert S. Cecil
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Robert S. Cecil Director
/s/ Dr. Kathryn S. Hanson
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Dr. Kathryn S. Hanson Director
/s/ Jerry K. Myers
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Jerry K. Myers Director
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EXHIBIT INDEX
Sequentially
Numbered Page
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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. Second Amended and Restated Bylaws of the Company, amended --
as of October 17, 1996, is incorporated by reference
to Exhibit 4 to the Company's Form 8-K filed with
the Securities and Exchange Commission in November 1996.
4.3. Form of Rights Agreement between the Company and --
Chase Mellon Shareholder Services, LLC, as Rights Agent
is incorporated by reference to Exhibit 1 to the
Company's Form 8-K filed with the Securities and
Exchange Commission in November 1996.
5 Opinion re: Legality 8
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Independent Auditors Consent - Deloitte & Touche LLP 9
24 Power of Attorney (included in signature pages to
this registration statement) --
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[LETTERHEAD]
EXHIBIT 5
January 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for TAB Products Co., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 150,000 shares of the
Common Stock, $0.01 par value, of the Company which may be issued pursuant to
the exercise of options granted under the TAB Products Co. 1996 Outside
Directors Stock Option Plan (the "Plan").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely upon our
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
We have not obtained opinions of counsel licensed to practice in jurisdictions
other than the State of California.
Based on such examination, we are of the opinion that the 150,000 shares of
Common Stock which may be issued upon exercise of options granted under the Plan
are duly authorized shares of the Company's Common Stock, and, when issued
against receipt of the consideration therefor in accordance with the provisions
of the Plan, will be validly issued, fully paid and nonassessable. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in said
Registration Statement.
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 report dated June 27, 1996 appearing in the
Annual Report on Form 10-K of TAB Products Co. for the year ended May 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
January 27, 1997
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