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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRANS-INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2598139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
TRANS-INDUSTRIES, INC.
1996 STOCK OPTION PLAN (the "Plan")
(Full title of the Plan)
Dale S. Coenen
Chairman of the Board and Chief Executive Officer
2637 Adams Road
Rochester Hills, MI 48309
(248) 852-1990
(Name, address, including zip code, and telephone number including area code of
agent for service)
Copies to:
Robert J. Ruben, Esq.
21285 Amora
Mission Viejo, CA 92692
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price (1) Registration Fee
------------------- -------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock
$ .10 par value 200,000 shares $5.9375 $1,187,500 $409.45
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 (c), based upon the average of the high and low prices as reported
on NASDAQ on May 27, 1997.
_________________________
This Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as set forth in Rule
428 (b) (1) under the Securities Act of 1933 (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus meeting the requirements of Section 10 (a) of
the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10 (a) Prospectus), other
documents required to be delivered to eligible employees pursuant to Rule 428
(b) or additional information about the Plan and its administrators will be
available without charge by contacting Trans-Industries, Inc. at 2637 Adams
Road, Rochester Hills, MI 48309, Attn. Kai Kosanke, Vice-President, (248)
852-1990.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
(a) The following documents filed by the Registrant with the Commission
are incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as filed with the Commission on March
24, 1997 and registrants quarterly report on Form 10-Q for the
quarter ending March 31, 1997, filed on May 8, 1997.
(2) The Proxy Statements of the Company for the Annual Meetings of
Stockholders held on May 22, 1996 and on May 14, 1997.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1 filed with the
Commission on September 27, 1968 (Registration No. 2-30317),
including any amendment or report filed for the purpose of
updating such description.
(b) All documents subsequently filed by the Registrant pursuant to
Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities Exchange
Act of 1934 ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
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
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Restated Certificate of Incorporation of the Registrant provides that
officers and directors of the Registrant (and persons serving as officers and
directors of other corporations or enterprises at the request of the
Registrant), shall be indemnified by the Registrant to the extent permitted by
law. Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in general, that each director and officer of a corporation, and
persons serving as an officer or director of another corporation or enterprise
at the request of the corporation, may be indemnified against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement
of any threatened, pending or completed legal proceedings in which he or she is
involved by reason of the fact that he or she is or was a director or officer,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in good faith and in a manner that he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, and with respect
to any criminal action or proceedings, if he or she had no reasonable cause to
believe that his or her conduct was unlawful. However, if the legal proceeding
is by or in the right of the corporation, the director or officer may not be
indemnified in respect of any claim, issue or matter as to which he or she
shall have been adjudged to be liable to the corporation, except to the extent
the court in which such legal proceeding was brought determines such person is
fairly and reasonably entitled to indemnity.
The Registrant has purchased director and officer insurance.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits at page 8 hereof.
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 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) (1) (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
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is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15 (d) of the
Securities 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 register which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further 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 Securities 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.
(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 Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Rochester Hills, Michigan, on the 30th day of May,
1997.
TRANS-INDUSTRIES, INC.
By: /s/ Dale S. Coenen
----------------------
Dale S. Coenen
Chairman of the Board and
Chief Executive Officer
By: /s/ Kai Kosanke
--------------------
Kai Kosanke
Principal Financial and
Accounting Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Page
-------------- ------------------------------- -------
<S> <C> <C>
4 Instruments defining the rights
of security holders
(Incorporated by reference.
See Item 3 (a) 3 above.)
5 Opinion regarding legality 9
23 Consent of experts and Counsel 9 & 10
24 Power of Attorney 11
</TABLE>
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EXHIBIT 5
Opinion Regarding Legality
[SPENDER & ROBB LETTERHEAD]
May 14, 1997
Trans-Industries, Inc.
2637 Adams Road
Rochester Hills, MI 48309
Gentlemen:
As special counsel to Trans-Industries, Inc. (the "Company"), we have
reviewed the Company's Registration Statement on Form S-8, to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, relating
to 200,000 shares of the Company's common stock, $ .10 par value (the
"Shares"), to be issued pursuant to the Company's 1996 Stock Option Plan (the
"Plan").
In this connection, we have examined such documents, certifications, and
corporate records as we deemed appropriate for the purpose of rendering this
opinion.
Based upon the foregoing, it is our opinion that the shares to be issued
to holders of options granted under the Plan will, when sold and paid for
pursuant to the terms of the Plan, be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as our exhibit to the Registration
Statement.
Very truly yours,
SPENDER & ROBB, P.C.
Steven F. Spender
SFS/peb
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated February 4, 1997, accompanying the
consolidated financial statements of Trans-Industries, Inc. and subsidiaries
appearing in the Annual Report on Form 10-K for the year ended December 31,
1996 which are incorporated by reference in this Registration Statement. We
hereby consent to the incorporation by reference of said report in the
Registration Statement on Form S-8.
/s/ Grant Thornton LLP
Detroit, Michigan
May 29, 1997
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dale S. Coenen and Kai Kosanke, and each of them
his true and lawful attorneys-in-fact and for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<S> <C> <C>
Signature Title Date
----------------------- --------------------- --------------
/s/ Dale S. Coenen Chairman of the Board May 14, 1997
----------------------- and Chief Executive
Dale S. Coenen Officer and Director
/s/ Duncan Miller Director May 14, 1997
-----------------------
Duncan Miller
/s/ Gerald Murphy Director May 14, 1997
-----------------------
Gerald Murphy
/s/ Matthew M. Wirgau Director May 14, 1997
-----------------------
Matthew M. Wirgau
</TABLE>
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