<PAGE> 1
As filed with the Securities and Exchange Commission on July 25, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSMATION, INC.
(Exact name of Registrant as specified in its charter)
OHIO 16-0874418
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 VANTAGE POINT DRIVE
ROCHESTER, NEW YORK 14624
(716) 352-7777
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
TRANSMATION, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN,
AS AMENDED BY AMENDMENT NO. 1 THERETO
(Full title of Plan)
ROBERT G. KLIMASEWSKI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRANSMATION, INC.
10 VANTAGE POINT DRIVE
ROCHESTER, NEW YORK 14624
(716) 352-7777
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum offer- maximum
Title of securities Amount to be ing price per aggregate offering Amount of
to be registered registered share(1) price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value 200,000(2) $8.5625 $1,712,500.00 $590.52
$.50 per share
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</TABLE>
(1) Estimated in accordance with Rule 457(c), as of July 19, 1996, solely for
the purpose of calculating the registration fee.
(2) Representing the increased number of shares of Common Stock, par value $.50
per share, issuable pursuant to the Transmation, Inc. Amended and Restated
1993 Stock Option Plan, as amended by Amendment No. 1 thereto.
-----------------
Pursuant to Rule 416, there are also being registered such additional shares of
Common Stock as may become issuable pursuant to anti-dilution provisions of the
Plan.
-----------------
The Registrant's Registration Statement on Form S-8 (Registration No. 33-61665),
filed August 8, 1995, is incorporated herein by reference
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, State of New York, on this 23rd day of
July, 1996.
TRANSMATION, INC.
By: /s/ Robert G. Klimasewski
--------------------------------------
Robert G. Klimasewski
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
President, Chief Executive
/s/ Robert G. Klimasewski Officer and Director July 23, 1996
- ---------------------------------- (Principal Executive
Robert G. Klimasewski Officer)
Vice President, Finance
/s/ John A. Misiaszek (Principal Financial Officer July 23, 1996
- ---------------------------------- and Principal Accounting
John A. Misiaszek Officer)
/s/ Angelo J. Chiarella Director July 24, 1996
- ----------------------------------
Angelo J. Chiarella
/s/ E. Lee Garelick Director July 23, 1996
- ----------------------------------
E. Lee Garelick
Director July ___, 1996
- ----------------------------------
Gerald R. Katz
/s/ Cornelius J. Murphy Director July 23, 1996
- ----------------------------------
Cornelius J. Murphy
Director July ___, 1996
- ----------------------------------
John W. Oberlies
Director July ___, 1996
- ----------------------------------
Harvey J. Palmer
Director July ___, 1996
- ----------------------------------
Arthur M. Richardson
/s/ Philip P. Schulp Director July 23, 1996
- ----------------------------------
Philip P. Schulp
</TABLE>
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<PAGE> 3
INDEX TO EXHIBITS
*(5) Opinion of Harter, Secrest & Emery
(23) Consents of Experts and Counsel
*(a) Consent of Price Waterhouse LLP
*(b) Consent of Ronald E. Rothstein, CPA
*(c) Consent of Harter, Secrest & Emery (contained in Exhibit (5))
(99) Additional Exhibits
*(a) Amendment No. 1 to Transmation, Inc. Amended and Restated 1993
Stock Option Plan
- ----------------------------
* Exhibit filed with this Registration Statement.
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EXHIBIT (5)
July 25, 1996
Transmation, Inc.
10 Vantage Point Drive
Rochester, NY 14624
Re: Transmation, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion in connection with your Registration
Statement on Form S-8, filed this date under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission (the "Registration
Statement"), in respect of an aggregate of 200,000 authorized and unissued
shares of the Common Stock, par value $.50 per share (the "Common Stock"), of
Transmation, Inc. (the "Corporation"), which may be issued upon exercise, after
the date hereof, of options granted under the Transmation, Inc. Amended and
Restated 1993 Stock Option Plan, as amended by Amendment No. 1 thereto (the
"Plan").
We have examined the following corporate records and proceedings of the
Corporation in connection with the preparation of this opinion: its Articles of
Incorporation, as amended to date; its Code of Regulations as currently in force
and effect; its Minute Books, containing minutes and records of other
proceedings of its shareholders, its Board of Directors and the Compensation and
Benefits Committee and Stock Option Committee of the Board of Directors, from
the date of incorporation to the date hereof; the Plan; the Registration
Statement; applicable provisions of the laws of the State of Ohio; and such
other documents and matters as we deemed necessary.
In rendering this opinion, we have made such examination of laws as we
have deemed relevant for the purposes hereof. As to various questions of fact
material to this opinion, we have relied upon representations and/or
certificates of officers of the Corporation, certificates and documents issued
by public officials and authorities, and information received from searchers of
public records.
Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Corporation has been duly incorporated and is validly
existing under the laws of the State of Ohio.
2. Subject to approval and ratification of the Plan by the
shareholders of the Corporation, the Corporation has the authority to issue
an aggregate of an additional 200,000 shares
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<PAGE> 2
of Common Stock pursuant to the terms of the Plan.
3. Subject to approval and ratification of the Plan by the
shareholders of the Corporation, the shares of Common Stock to be issued and
sold by the Corporation will, when sold and paid for in accordance with the
provisions of the Plan and the respective stock option agreements pursuant to
which options are granted under the Plan, be validly authorized and legally
issued and outstanding, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement as attorneys
passing upon legal matters in connection with the issuance and sale of the
200,000 shares of Common Stock covered thereby, and we hereby consent to the
filing of this opinion as Exhibit (5) to the Registration Statement.
Very truly yours,
/s/ HARTER, SECREST & EMERY
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 20, 1996 with respect to the
financial statements of Transmation, Inc. for the three years ended March 31,
1996, appearing on page 16 of the Annual Report on Form 10-K of Transmation
Inc.
/s/ Price Waterhouse LLP
Rochester, New York
July 25, 1996
<PAGE> 1
EXHIBIT (23)(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I consent to the incorporation by reference in the two Registration
Statements on Form S-8 (Registration No. 33-_____ and Registration No. 33-_____)
of Transmation, Inc. of my report with respect to the financial statements of
Altek Industries Corp. contained in the Current Report on Form 8-K, dated April
3, 1996, of Transmation, Inc.
/s/ Ronald E. Rothstein, CPA
--------------------------------------
Ronald E. Rothstein, CPA
Rochester, New York
July 25, 1996
<PAGE> 1
EXHIBIT (99)(a)
AMENDMENT NO. 1
TO THE
TRANSMATION, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
EFFECTIVE JUNE 21, 1996
(SUBJECT TO SUBSEQUENT RATIFICATION BY THE SHAREHOLDERS)
WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has
established the Transmation, Inc. Amended and Restated 1993 Stock Option Plan,
as heretofore amended (the "Plan"); and
WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 19 of the Plan, the Board of Directors of the Company has authorized,
approved and adopted the further amendment to the Plan set forth herein;
NOW, THEREFORE, the Plan is hereby amended, effective June 21, 1996, as
set forth below; provided, however, that if the shareholders of the Company fail
to approve and ratify this Amendment at the next Annual Meeting of Shareholders,
then this Amendment shall be null and void and of no effect:
4. The first sentence of Section "4. NUMBER OF SHARES." of the
Plan is hereby amended to provide in its entirety as follows (with the remainder
of said Section 4 being unchanged and unaffected by this Amendment and
continuing in full force and effect):
"Subject to the provisions of Section 5, the total number of
shares of the Company's common stock, par value $.50 per share
(the `Common Stock'), which may be issued under Options granted
pursuant to the Plan shall not exceed 600,000."
5. Except as amended hereby, the Plan shall remain in full force
and effect in accordance with its terms.
THIS AMENDMENT NO. 1 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993
STOCK OPTION PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS
OF THE COMPANY ON JUNE 21, 1996.
/S/ JOHN A. MISIASZEK
------------------------------
JOHN A. MISIASZEK, SECRETARY
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