Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
INSTRUMENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-1893410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Jericho Quadrangle, Jericho, New York 11753
(Address of principal executive offices) (Zip Code)
INSTRUMENT SYSTEMS CORPORATION OUTSIDE DIRECTOR STOCK AWARD PLAN
(Full Title of the Plan)
ROBERT BALEMIAN, PRESIDENT
INSTRUMENT SYSTEMS CORPORATION
100 Jericho Quadrangle
Jericho, New York 11753
(Name and address of agent for service)
(516) 938-5544
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Offering Aggregate Amount of
Title of Securities To Be Price Per Offering Registration
To be Registered Registered Share (1) Price (1) Fee
- ------------------- ---------- --------- --------- ------------
Common Stock, par
value $.25 per
share 300,000 shs.(2) $9.25 $2,775,000 $957
(1) Estimated solely for the purpose of calculating the
registration fee, based upon the average of the high and low
closing sales prices of the Company's Common Stock on the New York
Stock Exchange on February 16, 1994.
(2) The Registration Statement also covers an indeterminate number
of additional shares of Common Stock which may become issuable
pursuant to anti-dilution and adjustment provisions of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c)
below:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, or either (I) the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the
Registrant's latest fiscal year for which such statements
have been filed or (II) the Registrant's effective
registration statement on Form 10 filed under the
Securities Exchange Act of 1934 containing audited
financial statements for the Registrant's latest fiscal
year;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the Registrant's
document referred to in (a) above;
(c) The description of the class of securities to be offered
which is contained in a registration statement filed
under Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose
of updating such description.
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, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all such 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.
Under provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or
officer of Registrant shall be indemnified by Registrant as of
right to the full extent permitted or authorized by the General
Corporation Law of Delaware.
Under such law, to the extent that such person is successful
on the merits of defense of a suit or proceeding brought against
him by reason of the fact that he is a director or officer of
Registrant, he shall be indemnified against expenses (including
attorneys' fees) reasonably incurred in connection with such
action.
If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and
(2) judgments, fines and amounts paid in settlement if he acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of Registrant, and with respect to
any criminal action, had no reasonable cause to believe his conduct
was unlawful.
If unsuccessful in defense of a suit brought by or in the
right of Registrant, or if such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) incurred in the defense or settlement
of such 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 Registrant except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance
of his duty to Registrant, he cannot be made whole even for
expenses unless the court determines that he is fairly and
reasonably entitled to be indemnified for such expenses.
The Company entered into Indemnification Agreements with each
of its officers and directors. The Agreements provide for reimbursement
for all direct and indirect costs of any type or nature whatsoever
(including attorneys' fees and related disbursements) actually and
reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.
The officers and directors of the Company are covered by
officers' and directors' liability insurance. The policy coverage
is $20,000,000, which includes reimbursement for costs and fees.
There is a maximum aggregate deductible for each loss under the
policy of $100,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Instrument Systems Corporation Outside Director Stock
Award Plan
5 Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
P.C.
23.1 Consent of Blau, Kramer, Wactlar, & Lieberman, P.C. -
included in their opinion filed as Exhibit 5.
23.2 Consent of Arthur Andersen & Co.
24 Power of Attorney
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;
(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 information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purposes 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 the 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 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 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 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 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 Jericho,
New York on the 8th day of February, 1994.
INSTRUMENT SYSTEMS CORPORATION
By: Harvey R. Blau
---------------------
Harvey R. Blau
Chairman of the Board
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed on
February 8, 1994 by the following persons in the capacities
indicated. Each person whose signature appears below constitutes
and appoints Harvey R. Blau and Robert Balemian, and each of them
acting individually, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and
things in our name and on our behalf in our capacities indicated
below which they or either of them may deem necessary or advisable
to enable Instrument Systems Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with this Registration Statement including specifically,
but not limited to, power and authority to sign for us or any of us
in our names in the capacities stated below, any and all amendments
(including post-effective amendments) thereto, granting unto said
attorneys-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 such connection, as fully to all intents and purposes as we
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Signature Title
--------- -----
Harvey R. Blau Chairman of the Board
- ----------------------- (Principal Executive
Harvey R. Blau Officer)
Robert Balemian President and Director
- ----------------------- (Principal Operating and
Robert Balemian Financial Officer)
Patrick Alesia Vice President and Treasurer
- ----------------------- (Chief Accounting Officer)
Patrick Alesia
- ----------------------- Director
Bertrand Bell
Robert Bradley Director
- -----------------------
Robert Bradley
Abraham M. Buchman Director
- -----------------------
Abraham M. Buchman
- ----------------------- Director
Clarence A. Hill, Jr.
Ronald J. Kramer Director
- -----------------------
Ronald J. Kramer
- ----------------------- Director
Milton Paulson
James W. Stansberry Director
- -----------------------
James W. Stansberry
Martin S. Sussman Director
- -----------------------
Martin S. Sussman
William H. Waldorf Director
- -----------------------
William H. Waldorf
Lester L. Wolff Director
- -----------------------
Lester L. Wolff
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INSTRUMENT SYSTEMS CORPORATION
Form S-8 Registration Statement
E X H I B I T I N D E X
Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
- ------- ------------------- -----------------------
4 Outside Director Stock Award
Plan.............................
5 Opinion and Consent of
Counsel..........................
23.1 Consent of Counsel............... See Exhibit 5
23.2 Consent of Arthur Andersen & Co.
24 Power of Attorney................ See signature page