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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.
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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)
2130 Gold Street, Post Office Box 649061
San Jose, CA 95164-9061
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(Address of principal executive offices) (Zip code)
Tab Products Co.
Tax Deferred Savings Plan
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(Full title of the plan)
Hans A. Wolf
Interim Chief Executive Officer
Tab Products Co.
2130 Gold Street, Post Office Box 649061
San Jose, CA 95164-9061
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 408-586-1600.
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 to be Amount to be offering price aggregate Amount of
registered registered(1) per share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock 800,000 $4.125 $3,300,000 $871.20
Par Value $.01
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, 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.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The $4.125 price is based upon the average of the high and low
prices of the Common Stock on September 14, 2000, as reported on the American
Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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, 2000, as filed
with the Securities and Exchange Commission on August 18, 2000, 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 fiscal year ended May
31, 1999, filed December 14, 1999.
(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-A12B filed on
November 25, 1996 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.
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
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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. The undersigned registrant hereby undertakes to
submit the Plan and any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner and will make all changes required by the IRS in order
to qualify the Plan.
Item 9. UNDERTAKINGS
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;
(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; and
(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 (1)(i) and (l)(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
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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, 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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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 San Jose, State of California, on September 20,
2000.
TAB PRODUCTS CO.
By: /s/ Hans A. Wolf
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Hans A. Wolf
Chairman of the Board & Interim Chief
Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Tab Products Co. whose signatures appear
below, hereby constitute and appoint Hans A. Wolf and David J. Davis, 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 each of the undersigned 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 and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Hans A. Wolf Chairman of the Board and Interim Chief 9/20/00
------------------------------ Executive Officer (Principal Executive
HANS A. WOLF Officer)
/s/ David J. Davis Senior Vice President and Chief Financial 9/20/00
------------------------------ Officer (Principal Financial Officer)
DAVID J. DAVIS
/s/ William R. Kinzie Corporate Controller and Chief Accounting 9/20/00
------------------------------ Officer (Principal Accounting Officer)
WILLIAM R. KINZIE
/s/ Robert R. Augsburger Director 9/20/00
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ROBERT R. AUGSBURGER
/s/ Kathryn S. Hanson Director 9/20/00
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KATHRYN S. HANSON
Director --------------------
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JEFFREY A. HEIMBUCK
/s/ Jerry K. Myers Director 9/20/00
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JERRY K. MYERS
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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 San Jose, State of
California, on September 20, 2000.
TAB PRODUCTS CO.
TAX DEFERRED SAVINGS PLAN
By: /s/ Robert J. Sexton
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ROBERT J. SEXTON
Treasurer and Member of the Administrative
Committee for the Plan
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 Robert J. Sexton their true and lawful attorney and agent, with full
power of substitution, to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement on Form S-8, and each of
the undersigned does hereby ratify and confirm all that said attorney and agent,
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 September 20, 2000.
Signature Title
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/s/ Robert J. Sexton Member of the Administrative Committee
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ROBERT J. SEXTON
/s/ David J. Davis Member of the Administrative Committee
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DAVID J. DAVIS
/s/ Nancy R. Green Member of the Administrative Committee
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NANCY R. GREEN
/s/ Chris Crispel Member of the Administrative Committee
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CHRIS CRISPEL
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EXHIBIT INDEX
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 1993.
4.2 Second Amended and Restated Bylaws of the Company are incorporated by
reference to Exhibit 4 to the Company's Form 8-K filed with the
Securities and Exchange Commission on October 17, 1996.
4.3 A copy of the Internal Revenue Service determination letter that the
Tab Products Co. Tax Deferred Savings Plan, adopted on June 1, 1978,
and amended on May 25, 1995, is qualified under Section 401 of the
Internal Revenue Code.
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche, LLP
23.3 Consent of Mohler, Nixon & Williams, Accountancy Corporation
24 Power of Attorney (included in signature pages to this registration
statement)
