As filed with the Securities and Exchange Commission on May 28, 2004
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Allen Organ Company
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1263194
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
150 Locust Street, P.O. Box 36, Macungie, Pennsylvania 18062-0036
(Address of Principal Executive Offices) (Zip Code)
Allen Organ Company Stock Option Plan
(Full title of the plan)
Steven A. Markowitz
President and Chief Executive Officer
Allen Organ Company
150 Locust Street, P.O. Box 36
Macungie, Pennsylvania 18062-0036
(Name and address of agent for service)
(610) 966-2200
(Telephone number, including area code, of agent for service)
Copies to:
David W. Swartz, Esquire
Stevens & Lee, P.C.
111 North Sixth Street
Reading, Pennsylvania 19603-0679
(610) 478-2184
____________________
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
each class be maximum maximum registration
of registered offering aggregate fee
securities price per offering
to be share (2) price(2)
registered(1)
Class B 100,000 $48.78 $4,878,000 $618.04
Common
Stock,
$1.00 par
value
(1) Based on the maximum number of shares of the Registrant's
common stock, $1.00 par value per share, authorized for
issuance under the Plan set forth above.
(2) Estimated pursuant to Rule 457(c) and (h)(1) solely for
the purpose of calculating the amount of the registration fee
based upon the average of the high and low prices for a share
of the Registrant's common stock on May 26, 2004.
PART II
Item 3. Incorporation of Documents by Reference.
In this Registration Statement, "we," "us," and "our"
refer to Allen Organ Company.
The following documents filed with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement and made a part hereof:
(a) our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003; and
(b) our Quarterly Report on Form 10-Q for the three
months ended March 31, 2004, and
(c) all other documents filed by us after the date of
this Registration Statement under Section 13(a),
13(c),14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective
amendment to the Registration Statement 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 part of this Registration Statement
from the date of filing of such documents.
(d) The description of our Class B common stock,
$1.00 par value per share, set forth in our
registration statement filed under the Securities
Exchange Act of 1934 to register such common stock,
including any amendments thereto.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania
corporation may indemnify directors, officers, employees and
agents of the corporation against liabilities they may incur in
such capacities for any action taken or any failure to act,
whether or not the corporation would have the power to indemnify
the person under any provision of law, unless such action or
failure to act is determined by a court to have constituted
recklessness or willful misconduct. Pennsylvania law also
permits the adoption of a bylaw amendment, approved by
shareholders, providing for the elimination of a director's
liability for monetary damages for any action taken or any
failure to take any action unless (1) the director has breached
or failed to perform the duties of his office and (2) the breach
or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
Our bylaws provide for (1) indemnification of
directors, officers, employees and agents and (2) the elimination
of a director's liability for monetary damages, to the fullest
extent permitted by Pennsylvania law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits:
Number Description
3.1 Articles of Incorporation of Allen Organ Company
(Incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1984.)
3.2 Bylaws of Allen Organ Company (Incorporated by
reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991.)
5.1 Opinion of Stevens & Lee, P.C.
23.1 Consent of Stevens & Lee, P.C. (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney of Directors and Officers (included
on signature page).
99.1 Allen Organ Company Stock Option Plan (Incorporated by
reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q filed for the quarter
ended September 30, 2002).
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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers
and controlling persons of the registrant, 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 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 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 that it has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Macungie, Pennsylvania, on April 22, 2004.
ALLEN ORGAN COMPANY
By: /s/STEVEN A. MARKOWITZ
Steven A. Markowitz
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven A.
Markowitz and Nathan S. Eckhart and each of them, his or her true
and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him or her and in his or her
name, place and stead, in any and all capacity, to sign any or
all amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully 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 dates indicated.
Signature Title
/s/STEVEN A. MARKOWITZ President, Chief April 22, 2004
Steven A. Markowitz Executive Officer and
Director (Principal
Executive Officer)
/s/ERNEST J. CHOQUETTE Director April 22, 2004
Ernest J. Choquette
/s/MICHAEL F. DOYLE Director April 22, 2004
Michael F. Doyle
/s/ORVILLE G. HAWK Director April 22, 2004
Orville G. Hawk
/s/LEONARD W. HELFRICH Director April 22, 2004
Leonard W. Helfrich
/s/MARTHA MARKOWITZ Director April 22, 2004
Martha Markowitz
/s/EUGENE MOROZ Director April 22, 2004
Eugene Moroz
/s/JEFFREY L. SCHUCKER Director April 22, 2004
Jeffrey L. Schucker
/s/ALBERT F. SCHUSTER Director April 22, 2004
Albert F. Schuster
/s/NATHAN S. ECKHART Vice President and April 22, 2004
Nathan S. Eckhart Chief Financial Officer
(Principal Financial
and Accounting Officer)
EXHIBIT INDEX
Number Description
5.1 Opinion of Stevens & Lee, P.C.
23.2 Consent of KPMG LLP.