REGISTRATION NO. 33 _____________
As filed with the Securities and Exchange Commission on May 26,
1995
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TENNEY ENGINEERING, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1323920
(State or other jurisdiction (I.R.S.. Employer
of incorporation or organization) Identification No.)
1090 Springfield Road
Union, New Jersey 07083
(Address of principal executive offices) (zip code)
TENNEY ENGINEERING, INC.
1995 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Robert S. Schiffman, Chairman
TENNEY ENGINEERING, INC.
1090 Springfield Road
Union, New Jersey 07083
Tel: (908) 686-7870
(Name, address and telephone number of agent for service)
Copy to:
PETER T. RADO
IDE, HAIGNEY & RADO LLP
317 Madison Avenue
New York, New York 10017<PAGE>
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Number Proposed Proposed Amount of
Securities to be Maximum Maximum
Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price (1)
- -----------------------------------------------------------------
- --
Common Stock 400,000 $.22 $88,000 $100*
$ .10 par
value
=================================================================
*minimum fee
1. Estimated pursuant to Rule 457(c) of the Securities Act of
1933, as amended (the "Securities Act") solely for the
purpose
of calculating the amount of the registration fee. The
price
per share is estimated to be $.22 based on the average of
the
high and low price bid and asked for the Common Stock on the
over-the-counter bulletin board on May 22, 1995.
2. Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares
reserved
for issuance pursuant to the 1995 Incentive Stock Option
Plan
as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the
Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of the Instructions to the Registration Statement on Form S-8
will
be sent or given to employees of the Registrant as required by
Rule
428(b)(1) promulgated under the Securities Act of 1933, as
amended
(the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
in this Registration Statement:
<PAGE>
(a) The Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 1994, which contains audited financial
statements for the most recent year for which such statements
have
been filed;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock
contained in the Registration Statement on Form 10, filed with
the
Commission November, 1958, as amended by Amendment No. 1 on Form
8,
dated October 11, 1982, registering Tenney's Common Stock
pursuant
to the Exchange Act.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), or 14 and 15(d) of the Exchange Act, after the date
hereof and prior to the filing of a post-effective amendment
which
indicates that all securities offered hereby have been sold or
which deregisters all securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A: 3-5 of the New Jersey Business Corporation Act
permits New Jersey corporations to indemnify their present or
former directors, officers, employees and agents ("corporate
agent") against expenses and liabilities incurred in connection
with civil or criminal legal proceedings arising out of the
indemnitee's role as such corporate agent. In order to qualify
for
indemnification in civil matters, other than a proceeding by or i
the right of the corporation, the corporate agent must establish
that he acted in good faith in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, and
in
criminal proceedings, he must establish that he had no reasonable
cause to believe his conduct was unlawful. In civil proceedings
by
or in the right of the corporation indemnification is permitted
for
expenses only. However, no indemnification is permitted if the
corporate agent shall have been adjudged liable for negligence or
misconduct unless an appropriate court shall determine, in view
of
all the circumstances, that the corporate agent is fairly and
reasonably entitled to indemnity. Indemnification for expenses,
including counsel fees, is mandatory to the extent that the
corporate agent successfully defends any civil or criminal
proceeding on the merits. New Jersey corporations are authorized
to purchase and maintain insurance on behalf of corporate agents
against expenses and liabilities arising out of their roles as
such. The New Jersey indemnification statute is non-exclusive in
that statutory indemnification does not exclude any other rights
to
which the corporate agent may be entitled under a certificate of
incorporation, by-laws, agreement, vote of shareholders, or
otherwise. However, no statutory indemnification shall be made
if
it is inconsistent with a provision of the certificate of
incorporation, by-laws, directors' or shareholders' resolution, o
other proper corporate action then in effect.
The registrant's certificate of incorporation grants the
registrant the power to indemnify any director, officer or
employee
against reasonable expenses (including attorney's fees and to the
extent permitted by law, any amount paid in settlement) actually
and necessarily incurred in connection with the defense of any
legal proceeding, except as to matters as to which the director,
officer or employee is adjudged to be liable for negligence or
misconduct in the performance of his duties.
Item 8. EXHIBITS
See Exhibit Index following signature page in this
Registration Statement, which Exhibit Index is incorporated
herein
by reference.
Item 9. UNDERTAKINGS
A. 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 this 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 this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement; provided, however,
that
paragraphs (1)(i) and (1)(ii) above do not apply if the
information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished
to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
B. 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 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 this 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.
C. 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.
<PAGE>
SIGNATURES
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 Union, State of New Jersey, on May 26, 1995.
TENNEY ENGINEERING, INC.
/s/ Robert S. Schiffman
Robert S. Schiffman, President
Chief Executive Officer and
Chairman
Pursuant to the requirements of the Securities Act of 1933,
as
amended, this Registration Statement has been signed by the
following persons in the following capacities on May 26, 1995:
Signature Title
/S/ Robert S. Schiffman President, Chief Executive
Robert S. Schiffman Officer and Chairman of the Board
/S/ Martin Pelman Vice President, Treasurer
Martin Pelman and Chief Accounting Officer
/S/ Saul S. Schiffman Vice Chairman, Secretary
Saul S. Schiffman and Director
/S/ David C. Schiffman Director
David C. Schiffman
/S/ David A. Schuh Director
David A. Schuh
<PAGE>
INDEX TO EXHIBITS
5.1 Opinion of Ide, Haigney & Rado LLP regarding legality
of
the Common Stock being registered
23.1 Consent of Zeller, Weiss & Kahn
23.2 Consent of Ide, Haigney & Rado LLP
(included in opinion filed as Exhibit 5.1)
99.1 1995 Incentive Stock Option Plan (Exhibit A to the 1995
Annual Meeting Proxy Statement dated March 31, 1995)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF IDE, HAIGNEY & RADO LLP)
May 26, 1995
TENNEY ENGINEERING, INC.
1090 Springfield Road
Union, New Jersey 07083
Re: Registration Statement on Form S-8
Tenney Engineering, Inc. 1995,
Incentive Stock Option Plan
Gentlemen:
We have served as counsel for Tenney Engineering, Inc., a
New
Jersey corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended,
pursuant
to a Registration Statement on Form S-8 (the "Registration
Statement"), of an aggregate of 400,000 shares (the "Shares") of
common stock, $.10 par value, of the Company, to be issued and
sold
by the Company to its employees pursuant to the Tenney
Engineering,
inc., 1995 Incentive Stock Option Plan (the "Plan").
We have examined and are familiar with originals or copies
(certified, photostatic or otherwise identified to our
satisfaction) of such documents, corporate records and other
instruments relating to the Company and the Plan as we have
deemed
necessary and advisable. In such examinations, we have assumed
the
genuineness of all signatures on all originals and copies of
documents we have examined, the authenticity of all documents
submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As
to
questions of fact material and relevant to our opinion, we have
relied upon certificates or representations of Company officials
and of appropriate governmental officials.
Based upon and subject to the foregoing and having regard
for
such legal considerations as we have deemed relevant, it is our
opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares following
payment therefor as provided in the Plan, the Shares
will
be legally and validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit
5.1
to the Registration Statement.
Very truly yours,
/S/ IDE, HAIGNEY & RADO LLP
IDE, HAIGNEY & RADO LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Tenney
Engineering, Inc. 1995 Incentive Stock Option Plan of our report
dated March 29, 1995, with respect to the consolidated financial
statements and schedule of Tenney Engineering, Inc. included or
incorporated by reference in its Annual Report (Form 10-KSB) for
the year ended December 31, 1994 filed with the Securities and
Exchange Commission.
/S/ ZELLER WEISS & KAHN
ZELLER WEISS & KAHN
Mountainside, New Jersey
May 26, 1995
