Core Industries Inc
500 North Woodward Avenue
Bloomfield Hills, MI 48304
October 25, 1994
Securities and Exchange Commission
Washington, DC 20549
Re: Core Industries Inc
Form S-8 Registration Statement
Gentlemen/Ladies:
Enclosed herewith is our Form S-8 Registration Statement.
If you have any questions or require anything further, please telephone me at
(810) 901-1570.
Very truly yours,
CORE INDUSTRIES INC
By: /s/ THOMAS G. HOOPER
--------------------
Thomas G. Hooper
As filed with the Securities and Exchange Commission on October 25, 1994
Registration No. 33______
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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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CORE INDUSTRIES INC
(Exact name of registrant as specified in its charter)
Nevada 38-1052434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 2000, Bloomfield Hills, Michigan 48304
(Address of Principal Executive Offices) (Zip Code)
CORE INDUSTRIES INC 401(K) PROFIT SHARING PLAN
CORE INDUSTRIES INC PENSION PLAN FOR PIONEER INDUSTRIES AND
SUNFLOWER MANUFACTURING COMPANY, INC.
FETERL MANUFACTURING CO. EMPLOYEES' RETIREMENT PLAN
UNIVERSAL INDUSTRIAL PRODUCTS, A DIVISION OF CORE INDUSTRIES INC,
EMPLOYEES' 401(K) PROFIT SHARING PLAN
AMPROBE INSTRUMENT DIVISION, CORE INDUSTRIES INC
EMPLOYEES' RETIREMENT PLAN
MUELLER STEAM SPECIALTY DIVISION OF CORE INDUSTRIES INC
EMPLOYEES' PROFIT SHARING PLAN
MUELLER STEAM SPECIALTY 401(K) PROFIT SHARING PLAN
GSE, INC. 401(K) PROFIT SHARING PLAN
(Full title of the plans)
David R. Zimmer
500 N. Woodward Avenue
Bloomfield Hills, MI 48304
(Name and address of agent for service)
(810) 642-3400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered share price fee
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Common Stock (1) 300,000 shares $9.25 $2,775,000.00 $956.90
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(1) $1.00 par value per share (the "Common Stock"). In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.
(2) Calculated pursuant to Rule 457(h) for the purpose of computing the
registration fee and based on the average of the high and low prices of
the Common Stock, as traded on the New York Stock Exchange, Inc., on
October 24, 1994.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 of the
Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Core Industries Inc (the "Registrant") on Form 10-K
for the fiscal year ended August 31, 1993 as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
2. All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year ended August 31,
1993.
3. The description of the Registrant's Common Stock included in the
Prospectus under the caption "Description of Common Stock" on page 15 of the
Registrant's Prospectus, dated January 17, 1969, filed with the Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act") as
part of its Registration Statement on Form S-1 (file no. 2-31403), including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant or by any of the plans
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 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.
The Nevada Private Corporation Law authorizes a corporation, under certain
circumstances, to indemnify its directors and officers (including reimbursement
for expenses incurred). The Registrant has provided in its Restated Articles of
Incorporation for indemnification to the extent permitted by the Nevada
statute. The Registrant maintains directors' and officers' liability
insurance with an aggregate limit on liability of $1,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included after the signature of the Registrant
contained on page 5 of this Registration Statement).
27 Financial Data Schedule
No opinion of counsel as to the legality of the securities being
registered is required because the plans will not acquire original issuance
securities. The Registrant hereby undertakes to submit the plans and any
amendments thereto to the Internal Revenue Service (the "IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the plans.
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 Registration Statement is on Form S-3 or Form S-8,
and 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 incorporation 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 of 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 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 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 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 and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant 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 Bloomfield Hills, State of Michigan, on October
25, 1994.
CORE INDUSTRIES INC
By: /s/ DAVID R. ZIMMER
David R. Zimmer, President
The Plan Sponsor Pursuant to the requirements of the Securities Act of
1933, the Plan Sponsor has duly caused this Registration to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield
Hills, State of Michigan, on October 25, 1994.
CORE INDUSTRIES INC
By: /s/ LAWRENCE J. MURPHY
Lawrence J. Murphy, Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of CORE INDUSTRIES INC, a Nevada corporation (the "Company"),
hereby constitutes and appoints David R. Zimmer and Lawrence J. Murphy, and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
each with the power of substitution for him in any and all capacities, with full
power and authority in said attorneys-in-fact and agents and in any one or more
of them, to sign, execute and affix his seal thereto and file the proposed
registration statement on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended, which registration statement relates to the
registration and issuance of the Company's Common Stock, $1.00 par value per
share, pursuant to the Core Industries Inc 401(k) Profit Sharing Plan; Core
Industries Inc Pension Plan for Pioneer Industries and Sunflower Manufacturing
Company, Inc.; Feterl Manufacturing Co. Employees' Retirement Plan; Universal
Industrial Products, a Division of Core Industries Inc, Employees' 401(k) Profit
Sharing Plan; Amprobe Instrument Division, Core Industries Inc Employees'
Retirement Plan; Mueller Steam Specialty Division of Core Industries Inc
Employees' Profit Sharing Plan; Mueller Steam Specialty 401(k) Profit Sharing
Plan; GSE, Inc. 401(k) Profit Sharing Plan, and any of the documents relating to
such registration statement; any and all amendments to such registration
statement, including any amendment thereto changing the amount of securities for
which registration is being sought, and any post-effective amendment, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority; granting unto said attorneys, and each of them,
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 in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, and each of them, 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 date indicated.
Signature Title Date
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/s/ DAVID R. ZIMMER President, CEO and Dir. October 25, 1994
--------------------------- (Principal Exec. Officer)
David R. Zimmer
/s/ LAWRENCE J. MURPHY Exec. V. P., Secretary October 25, 1994
--------------------------- and Director
Lawrence J. Murphy
/s/ RAYMOND H. STEBEN, JR. V. P. and CFO October 25, 1994
--------------------------- (Principal Financial Officer)
Raymond H. Steben, Jr.
/s/ THOMAS G. HOOPER Treasurer and Controller October 25, 1994
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Thomas G. Hooper
/s/ JAY A. ALIX Director October 25, 1994
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Jay A. Alix
/s/ RICHARD P. KUGHN Director October 25, 1994
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Richard P. Kughn
/s/ HAROLD M. MARKO Director October 25, 1994
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Harold M. Marko
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page No.
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23.1 Consent of Deloitte & Touche LLP 8
24.1 Powers of Attorney (included after the signature
of the Registrant
contained on page 5 of this Registration Statement
27 Financial Data Schedule 9
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Core Industries Inc on Form S-8 of the report of Deloitte & Touche dated October
21, 1993 appearing in the Annual Report on Form 10-K of Core Industries Inc for
the year ended August 31, 1993.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
October 25, 1994
EXHIBIT 27
FINANCIAL DATA SCHEDULE
Core Industries Inc
Summary of Sales and Earnings
Three Months Ended Year Ended
August 31, 1994 August 31, 1994
Net sales $55,274,000 $219,454,000
Cost of sales, exclusive of
depreciation and amortization $38,238,000 $154,278,000
Depreciation and amortization 1,372,000 5,182,000
Selling, general and admin.
expense 10,388,000 41,591,000
Interest expense 1,148,000 4,570,000
Other income (121,000) (2,223,000)
$51,025,000 $203,398,000
Earnings before taxes on income $ 4,249,000 $ 16,056,000
Taxes on income 1,740,000 6,050,000
Net earnings $ 2,509,000 $ 10,006,000
Net earnings per common share $.25 $1.02
Condensed Balance Sheet
August 31, 1994
Current assets:
Cash and cash equivalents $14,643,000
Accounts receivable, less
collection allowances of
$960,000 47,444,000
Inventories 48,863,000
Prepaid expenses 808,000
Deferred taxes on income 2,027,000
$113,785,000
Current liabilities 31,084,000
Working capital $ 82,701,000
Property, plant and equipment,
net of depreciation 27,384,000
Other assets 15,218,000
Long-term debt less amount
due in one year (41,608,000)
Deferred taxes on income (1,770,000)
Accrued postretirement benefits (2,908,000)
Stockholders' equity $ 79,017,000