As filed with the Securities and Exchange Commission on January 14, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
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OEA, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2362379
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
OEA, Inc.
P.O. Box 100488
Denver, Colorado 80250
(Address of principal executive offices) (Zip Code)
OEA, Inc. 1997 Employee Stock Purchase Plan
(Full title of the Plan)
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J. Thompson McConathy, Vice President Finance and CFO
OEA, Inc.
P.O. Box 100488
Denver, Colorado 80250
(Name and address of agent for service)
(303) 693-1248
(Telephone number, including area code, of agent for service)
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Copy to:
Leslie A. Nichols, Esq.
Sherman & Howard L.L.C.
3000 First Interstate Tower North
633 Seventeenth Street
Denver, Colorado 80202
(303) 297-2900
CALCULATION OF REGISTRATION FEE
- -------------------------------- -------------------- --------------------- -------------------- -------------------
Proposed Maximum Proposed Maximum
Offering Price Per Aggregate Offering Amount of
Title of Securities to be Amount to be Share (1) Price Registration Fee
Registered Registered (1)
- -------------------------------- -------------------- --------------------- -------------------- -------------------
Class A Common Stock par value 100,000 Shares $26.9375 $2,693,750 $795
$.10 per share
- -------------------------------- -------------------- --------------------- -------------------- -------------------
(1) Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
upon the average high and low prices reported on January 12, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the OEA, Inc. 1997 Employee Stock Purchase Plan
pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428(a) and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as a prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by OEA, Inc. (the "Registrant" or the
"Company") with the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act; or the latest
prospectus filed pursuant to Rule 424(b) under the Securities
Act that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have
been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the common stock, $.10 par value, of the
Registrant contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, as amended, subsequent to 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 remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part thereof from the
date of the filing of such documents.
Item 4. Description of Securities.
All of the securities being registered are registered under Section 12
of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides,
generally, that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any action, suit or
proceeding (except actions by or in the right of the corporation) by reason of
the fact that such person is or was a director or officer of the corporation
against all expenses, 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. A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by him in connection with the defense
or settlement of any action or suit by or in the right of the corporation,
provided such person 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, in the
case of claims, issues and matters as to which such person shall have been
adjudged liable to the corporation, provided that a court shall have determined,
upon application, that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnify for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision may eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
The Company's By-Laws provide for the indemnification of directors,
officers, employees of and consultants to the Company to the extent permitted
under the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
Item 9. Undertakings.
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 (1)(i) and (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 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.
4. 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) and each filing of the annual report of the Plan 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.
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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on January 14, 1998.
OEA, INC.
By: /s/ Charles B. Kafadar
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Charles B. Kafadar
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ahmed D. Kafadar and J. Thompson
McConathy, and each of them, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, 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 all 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 or necessary to be done in
and about the premises, 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 either of them, or their or his 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 Date
/s/ Ahmed D. Kafadar Chairman of the Board January 14, 1998
- --------------------- and Chief Executive Officer
Ahmed D. Kafadar (Principal Executive Officer)
/s/ Charles B. Kafadar President, January 14, 1998
- ----------------------- Chief Operating Officer and Director
Charles B. Kafadar
/s/ J. Thompson McConathy Vice President Finance January 14, 1998
- -------------------------- and CFO
J. Thompson McConathy (Principal Financial and
Accounting Officer)
/s/ Ralph A.L. Bogan, Jr. Director January 14, 1998
- -------------------------
Ralph A.L. Bogan, Jr.
/s/ James R. Burnett Director January 14, 1998
- ---------------------
James R. Burnett
/s/ Lewis W. Watson Director January 14, 1998
- --------------------
Lewis W. Watson
/s/ Philip E. Johnson Director January 14, 1998
- ----------------------
Philip E. Johnson
/s/ George S. Ansell Director January 14, 1998
- ---------------------
George S. Ansell
/s/ Robert J. Schultz Director January 14, 1998
- ---------------------
Robert J. Schultz
- -------------------- Director January 14, 1998
Erwin H. Billig
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
persons who administer the Plan have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, on January 14, 1998.
By: /s/ James H. Welsh
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James H. Welsh, Plan Administrator
EXHIBIT INDEX
Exhibits
5.1 Opinion of Sherman & Howard L.L.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1)
Exhibit 5.1
January 14, 1998
OEA, Inc.
P.O. Box 100488
Denver, Colorado 80250
Attn: Ahmed D. Kafadar, Chairman of the Board of Directors
Dear Mr. Kafadar:
We have acted as special counsel for OEA, Inc. (the "Company") in connection
with the preparation, execution and filing of a Registration Statement under the
Securities Act of 1933 on Form S-8 relating to the registration of 100,000
shares of OEA, Inc. Common Stock, $.10 par value ("Common Stock"), which may be
purchased by participants in the 1997 OEA, Inc. Employee Stock Purchase Plan
(the "Plan").
In connection with the opinion expressed below, we have made such factual
inquiries and have examined or caused to be examined such questions of law as we
have considered necessary or appropriate for the purpose of such opinion. On the
basis of such inquiries or examinations, it is our opinion that any newly issued
shares of Common Stock purchased from the Company pursuant to the Plan, when
paid for as contemplated by the Plan, will be duly authorized, validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
/s/ SHERMAN & HOWARD L.L.C.
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
pertaining to the OEA, Inc. 1997 Employee Stock Purchase Plan of our report
dated September 18, 1997, with respect to the consolidated financial statements
of OEA, Inc. included in its Annual Report on Form 10-K for the year ended July
31, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Denver, Colorado
January 14, 1998