REGISTRATION NO. 33 _____________
As filed with the Securities and Exchange Commission on April 11,
1997.
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)
- -------------------------------------------------------------------
Series A
Common Stock 330,000 $.81 $267,300 $100*
$ .01 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 $.81 based on the average of the
high and low price bid and asked for the Common Stock on the
over-the-counter electronic bulletin board on April 7, 1997.
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
On May 26, 1995, the Registrant filed a Registration
Statement, File No. 33-59639 to register 400,000 shares of Common
Stock issuable pursuant to its 1995 Incentive Stock Option Plan,
the contents of which Registration Statement are incorporated
herein by reference.
In March, 1997, Registrant amended its Certificate of
Incorporation to reclassify all outstanding Common Stock at the
close of business April 10, 1997, as Series B Common Stock and to
authorize issuance of Series A Common Stock. Options granted
pursuant to the 1995 Incentive Stock Option Plan to purchase
330,000 shares of Common Stock were outstanding at the effective
time of the amendment.
<PAGE>
The Board of directors declared a distribution of one share of
Series A Common Stock for each share of Series B Common Stock
outstanding at the close of business April 10, 1997. Outstanding
options were adjusted effective the close of business April 10,
1997, so that Optionees have the right to buy a unit consisting of
one share of Series A Common Stock and one share of Series B Common
Stock for each share of Common Stock to which the option relates at
a price per unit equal to the price per share of Common Stock
specified in the outstanding option. The 1995 Incentive Stock
Option Plan was amended to relate to an additional 330,000 shares
of Series A Common Stock. This Registration Statement relates to
the additional 330,000 shares of Series A Common Stock.
<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 April 11, 1997.
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 April 11, 1997:
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)
EXHIBIT 5.1
[LETTERHEAD OF IDE, HAIGNEY & RADO]
April 11, 1997
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 330,000 shares (the "Shares") of
Series A common stock, $.01 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 23.1
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 27, 1997, with respect to the consolidated financial
statements of Tenney Engineering, Inc. included or
incorporated by reference in its Annual Report (Form 10-KSB) for
the year ended December 31, 1996 filed with the Securities and
Exchange Commission.
S/ ZELLER WEISS & KAHN
ZELLER WEISS & KAHN
Mountainside, New Jersey
April 11, 1997
