SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 17, 1998
TOKHEIM CORPORATION
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Exact Name of Registrant as Specified in Charter
Indiana 1-6018 35-0712500
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10501 Corporate Drive, Fort Wayne, IN 46845
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (219)-470-4600
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
Attached is the Exhibit 5 opinion of Skadden, Arps, Slate, Meagher &
Flom (Illinois) filed in connection with the Registration Statement on Form
S-3 (File No. 333-46351) of Tokheim Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
TOKHEIM CORPORATION
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Registrant
Date: March 17, 1998 By: /S/ Douglas K. Pinner
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Douglas K. Pinner
Chairman, President and Chief Executive
Officer
Date: March 17, 1998 By: /S/ John A. Negovetich
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John A. Negovetich
Executive Vice President, Finance and
Administration
EXHIBIT INDEX
Exhibit
Number Description
5 Exhibit 5 opinion of Skadden, Arps, Slate, Meagher & Flom
(Illinois) filed in connection with the Registration Statement on
Form S-3 (File No. 333-46351) of Tokheim Corporation.
Exhibit 5
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)]
March 16, 1998
Tokheim Corporation
10501 Corporate Drive
Fort Wayne, Indiana 46845
Re: Tokheim Corporation Registration on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Tokheim Corporation, an
Indiana corporation (the "Company"), in connection with the public offering
by the Company of up to 4,370,000 shares (including 570,000 shares subject
to an over-allotment option) (the "Shares") of the Company's Common Stock,
no par value (the "Common Stock").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-3 (File No. 333-46351) as filed with the
Securities and Exchange Commission (the "Commission") on February 13, 1998
under the Act, as amended by Amendment No. 1 on February 25, 1998 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into between the Company,
as issuer, and Paine Webber Incorporated, BT Alex. Brown Incorporated and
Schroeder & Co., Inc. as representatives of the several underwriters named
therein (the "Underwriters"), filed as an exhibit to the Registration
Statement; (iii) a specimen certificate representing the Common Stock; (iv)
the Articles of Incorporation and the Bylaws of the Company, each as
presently in effect; and (v) certain resolutions of the Board of Directors
of the Company and drafts of certain resolutions (the "Draft Resolutions")
of the Audit Committee of the Board of Directors of the Company (the "Audit
Committee"), in each case relating to the issuance and sale of the Shares
and related matters. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives
of the Company and others.
Members of our firm are admitted to the bar in the State of
Illinois, and we do not express any opinion as to the laws of any other
jurisdiction. In rendering the opinion set forth below, we have relied as
to all matters of Indiana on the opinion of Norman L. Roelke, Vice
President, Secretary and General Counsel of the Company.
Based upon and subject to the foregoing, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Draft
Resolutions have been adopted by the Audit Committee of the Board of
Directors, (iii) the price at which the Shares are to be sold to the
Underwriters pursuant to the Underwriting Agreement and other matters
relating to the issuance and sale of the Shares have been approved by the
Audit Committee of the Board of Directors in accordance with the Draft
Resolutions; (iv) the Underwriting Agreement has been duly executed and
delivered; and (v) certificates representing the Shares in the form of the
specimen certificates examined by us have been manually signed by an
authorized officer of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar, and delivered to and
paid for by the Underwriters as contemplated by the Underwriting Agreement,
the issuance and sale of the Shares will have been duly authorized, and the
Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to
the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
Skadden, Arps, Slate,
Meagher & Flom (Illinois)
