As filed with the Securities and Exchange Commission on April 19, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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PARAGON TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 22-1643428
(State or other jurisdiction of (IRS employer identification
incorporation or organization) number)
600 Kuebler Road
Easton, Pennsylvania 18040
(610) 252-3205
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
1997 Equity Compensation Plan
(Full title of the Plan)
----------------
Ronald J. Semanick
Chief Financial Officer
Paragon Technologies, Inc.
600 Kuebler Road
Easton, Pennsylvania 18040
(610) 252-3205
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
Jeffery P. Libson, Esquire
Pepper Hamilton LLP
1235 Westlakes Drive, Suite 400
Berwyn, Pennsylvania 19312-2401
(610) 640-7800
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to Be Offering Price Per Aggregate Offering Amount of
Be Registered Registered(1) Share(2) Price(2) Registration Fee (2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share 300,000 $7.60 $2,280,000 $570
====================================================================================================================
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends,
recapitalization or certain other capital adjustments.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low sale prices of the Registrant's Common
Stock reported on the American Stock Exchange on April 17, 2001.
</FN>
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This registration statement is filed solely to reflect an increase of 300,000
shares of our common stock which are reserved for our 1997 Equity Compensation
Plan, as amended and restated. In accordance with General Instruction E to Form
S-8 and except as noted below, we incorporate by reference into this
registration statement the contents of our registration statement number
333-36397 filed on September 25, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
- ------- --------
The exhibit list is amended to read in its entirety as follows:
Exhibit Number Description
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5 Opinion of Pepper Hamilton LLP
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP relating to SI/BAKER, INC.
23.3 Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto)
24 Power of Attorney (included on the Signature Page of this Registration Statement)
99 1997 Equity Compensation Plan, as amended and restated (1)
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<FN>
(1) Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000
(File No. 001-15729)
</FN>
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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 Easton, Pennsylvania on April 19, 2001.
Paragon Technologies, Inc.
By /s/ William R. Johnson
-----------------------
William R. Johnson
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. Each person whose
signature appears below in so signing also makes, constitutes and appoints
Ronald J. Semanick and William R. Johnson, and each of them acting alone, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement and a related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
and in each case to file the same, with all exhibits thereto and other documents
in connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or his substitute or substitutes may 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/ Elmer D. Gates Chairman of the Board of Directors April 19, 2001
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Elmer D. Gates
/s/ William R. Johnson President, Chief Executive Officer and Director April 19, 2001
- ------------------------- (Principal Executive Officer)
William R. Johnson
/s/ Ronald J. Semanick Vice President, Chief Financial Officer and Treasurer April 19, 2001
- ------------------------- (Principal Financial and Accounting Officer)
Ronald J. Semanick
/s/ Leon C. Kirschner Corporate Vice President, April 19, 2001
- ------------------------- President of Ermanco Incorporated and Director
Leon C. Kirschner
/s/ L. Jack Bradt Director April 19, 2001
- -------------------------
L. Jack Bradt
/s/ Michael J. Gausling Director April 19, 2001
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Michael J. Gausling
/s/ Steven Shulman Director April 19, 2001
- -------------------------
Steven Shulman
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Exhibit Index
Exhibit Number Description
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5 Opinion of Pepper Hamilton LLP
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP relating to SI/BAKER, INC.
23.3 Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto)
24 Power of Attorney (included on the Signature Page of this Registration Statement)
99 1997 Equity Compensation Plan, as amended and restated (1)
- ----------------------
<FN>
(1) Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000
(File No. 001-15729)
</FN>
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