<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)
EXTENDED AND AMENDED EMPLOYMENT AGREEMENT DATED AS OF APRIL 1, 1996
BETWEEN TRANSMATION, INC. AND ROBERT G. KLIMASEWSKI
AMENDED NON-STATUTORY STOCK OPTION AGREEMENT DATED AUGUST 15, 1995 AS AMENDED
MARCH 11, 1996 BETWEEN TRANSMATION, INC. AND ERIC W. MCINROY
(Full titles of Plans)
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>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum offer- maximum Amount of
securities Amount to ing price per aggregate registration
Title of Plan to be registered be registered share(1) offering price(1) fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Extended and Amended Common Stock, 24,300 $8.5625 $208,068.75 $71.75
Employment Agreement par value $.50
dated as of April 1, 1996 per share
between Transmation, Inc.
and Robert G. Klimasewski
- -----------------------------------------------------------------------------------------------------------------------------------
Amended Non-Statutory Common Stock, 23,950 $8.5625 $205,071.88 $70.71
Stock Option Agreement par value $.50
dated August 15, 1995 as per share
amended March 11, 1996
between Transmation, Inc.
and Eric W. McInroy
- -----------------------------------------------------------------------------------------------------------------------------------
Total 48,250 $8.5625 $413,140.63 $142.46
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(c), as of July 19, 1996, solely for
the purpose of calculating the registration fee.
--------------
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 each
of the Plans.
--------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Registrant previously filed with the
Securities and Exchange Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1996;
(b) the Registrant's Current Report on Form 8-K, dated April 3, 1996;
(c) the description of the Registrant's Common Stock, par value $.50
per share, contained in Item 13 of Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (Registration No.
2-27910), filed with the Securities and Exchange Commission on
February 29, 1968.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement (and 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Registrant's Code of Regulations, as amended, provides
that the Registrant shall indemnify its directors and officers to the fullest
extent authorized by the Ohio General Corporation Law (the "OGCL").
With respect to indemnification of directors and officers, Section
1701.13 of the OGCL provides that a corporation may indemnify or agree to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, other than an action by or in
the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership,
- 1 -
<PAGE> 3
joint venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Under this provision of the OGCL, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Furthermore, the OGCL provides that a corporation may indemnify or agree
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of: (i) any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court of common pleas or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court of common
pleas or such other court shall deem proper; or (ii) any action or suit in which
the only liability asserted against a director is pursuant to OGCL Section
1701.95 (relating to unlawful loans, dividends, and distributions of assets).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibits filed as part of this Registration Statement are listed on the
Index to Exhibits located at page 5 hereof.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes (subject to the proviso
contained in Item 512(a) of Regulation S-K):
(1) to file, during any period in which offers or sales are
being made, a post-
- 2 -
<PAGE> 4
effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (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;
(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;
(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 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 herein, 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, controlling persons of
the Registrant pursuant to the provisions described under Item 6 above, 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 of 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.
- 3 -
<PAGE> 5
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>
-4-
<PAGE> 6
INDEX TO EXHIBITS
(4) Instruments defining the rights of security holders, including
indentures
(a) Articles of Incorporation of the Registrant, as amended (Exhibit
4(a))1
(b) Code of Regulations of the Registrant, as amended (Exhibit 3)2
(c) Revolving Credit Agreement between the Registrant and
Manufacturers and Traders Trust Company dated September 13, 1994
(Exhibit 1)3; Agreement and Amendment No. 1 thereto (Exhibit
4(c))4; Agreement and Amendment No. 2 thereto (Exhibit 4(d))5
*(5) Opinion of Harter, Secrest & Emery
(15) Letter re unaudited interim financial information
Not applicable.
(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))
(24) Power of Attorney
Not applicable.
(28) Information from reports furnished to State insurance regulatory
authorities
Not applicable.
(99) Additional Exhibits
(a) Non-Statutory Stock Option Agreement dated August 15, 1995
between Transmation, Inc. and Eric W. McInroy (Exhibit 10(j))4;
Amendment No. 1 thereto dated March 11, 1996 (Exhibit 10(c))6
(b) Extended and Amended Employment Agreement dated as of April 1,
1996 between Transmation, Inc. and Robert G. Klimasewski (Exhibit
10(d))6
- ----------------------------
* Exhibit filed with this Registration Statement.
- 5 -
<PAGE> 7
1 Exhibit previously filed as part of and is incorporated herein by
reference to the Registrant's Registration Statement on Form S-8
(Registration No. 33-61665) filed on August 8, 1995. The exhibit number
contained in parenthesis refers to the exhibit number in such
Registration Statement on Form S-8.
2 Exhibit previously filed as part of and is incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1988. The exhibit number contained in parenthesis
refers to the exhibit number in such Annual Report on Form 10-K.
3 Exhibit previously filed as part of and is incorporated herein by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994. The exhibit number contained in
parenthesis refers to the exhibit number in such Quarterly Report on
Form 10-Q.
4 Exhibit previously filed as part of and is incorporated herein by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995. The exhibit number contained in
parenthesis refers to the exhibit number in such Quarterly Report on
Form 10-Q.
5 Exhibit previously filed as part of and is incorporated herein by
reference to the Registrant's Quarterly Report on Form 10-Q/A for the
quarter ended December 31, 1995. The exhibit number contained in
parenthesis refers to the exhibit number in such Quarterly Report on
Form 10-Q.
6 Exhibit previously filed as part of and is incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996. The exhibit number contained in parenthesis
refers to the exhibit number in such Annual Report on Form 10-K.
- 6 -
<PAGE> 1
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 48,250 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 as follows:
a. upon grants, after the date hereof, of annual bonuses under the
Extended and Amended Employment Agreement dated as of April 1, 1996 between the
Corporation and Robert G. Klimasewski; or
b. upon exercise, after the date hereof, of options heretofore granted
under the Non- Statutory Stock Option Agreement dated August 15, 1995 between
the Corporation and Eric W. McInroy, as amended by Amendment No. 1 thereto dated
March 11, 1996;
(such documents are herein collectively referred to as the "Plans").
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 Plans; 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
- 1 -
<PAGE> 2
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. The Corporation has the authority to issue an aggregate of 48,250
shares of Common Stock pursuant to the terms of the Plans.
3. The shares of Common Stock to be issued by the Corporation will,
when issued and paid for in accordance with the provisions of the respective
Plans, 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
48,250 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
- 2 -
<PAGE> 1
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
