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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EXIDE ELECTRONICS GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 23-2231834
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8521 Six Forks Road 27615
Raleigh, North Carolina (Zip Code)
(Address of principal
executive offices)
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EXIDE ELECTRONICS CORPORATION
401(k) RETIREMENT BENEFIT PLAN
(Full title of the plan)
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Nicholas J. Costanza, Esq. Copy to:
Vice President and Chief Legal Counsel Brad S. Markoff
Exide Electronics Group, Inc. Smith Helms Mulliss & Moore
8521 Six Forks Road 316 W. Edenton Street
Raleigh, North Carolina 27615 Raleigh, North Carolina 27603
(919) 872-3020 (919) 755-8700
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount to maximum maximum Amount of
to be be offering price aggregate registration
registered1 registered per share2 offering price3 fee
Common Stock, par value
$0.01 per share........ 400,000 shares4 $20.125 $8,050,000 $2,776
<FN>
1 In addition, pursuant to Rule 416 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 plan (the "Plan") described
herein.
2 Offering prices vary with the market price of the Registrant's Common Stock.
3 Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as amended)
solely for the purpose of calculating the registration fee on the basis of the
average of the high and low prices of the Registrant's Common Stock reported
under the NASDAQ National Market System on November 7, 1995.
4 Estimate of maximum number of shares to be acquired by the Plan in the three
years following the effective date of this registration statement.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been previously filed by
Exide Electronics Group, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 0-18106) pursuant to the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended September 30, 1994.
(2) The Company's Annual Meeting Notice and Proxy
Statement dated January 30, 1995, issued in
connection with the Annual Meeting of Stockholders
held on February 28, 1995.
(3) The Company's Joint Proxy Statement/Prospectus
constituting a part of the Registration Statement on
Form S-4 filed by Exide with the Securities and
Exchange Commission (Registration No. 33-88324),
filed on January 6, 1995.
(4) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1994, March 31, 1995 and
June 30, 1995.
(5) The Company's Current Reports on Form 8-K filed on
October 18, 1994, February 22, 1995 and October 20,
1995.
(6) The Company's Current Report on Form 8-K/A dated
April 24, 1995.
(7) The description of the Common Stock of the Company
appearing in the Company's Registration Statement on
Form 8-A filed pursuant to Section 12(g) of the
Exchange Act, File No. 0-18106.
The Annual Report on Form 11-K for the year ended December 31,
1994 for the Exide Electronics Corporation 401(K) Retirement Benefit Plan is
incorporated herein by reference.
All documents subsequently filed by the Company or the plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such reports and documents.
For purposes of this registration statement, any statement
contained in a report, document or appendix incorporated, or deemed to be
incorporated, by reference in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in this
registration statement or in any subsequently filed report, document or
appendix, which also is or is deemed incorporated by reference, modifies or
supersedes such statement in such report, document or appendix. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
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 the Delaware General Corporation Law ("Delaware Law"), a
corporation may indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement, which are actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding. Delaware Law permits indemnification only if the person to be
indemnified acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal proceeding, such person had no reasonable cause to
believe his or her conduct was unlawful. Delaware Law does not permit
indemnification in any action or suit by or in the right of the corporation
where the person is adjudged to be liable to the corporation, unless, and only
to the extent that, the court determines that, despite the adjudication of
liability, such person is entitled to indemnity for such expenses as the court
deems proper.
The Registrant's Certificate of Incorporation and By-laws provide for
mandatory indemnification of directors and officers to the full extent permitted
by Delaware Law.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4(a). Certification of Incorporation of the Registrant, as amended(filed as
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, and incorporated by reference herein)
4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the
Company's Annual Report on Form 10-K for the year ended September 30,
1990, and incorporated by reference herein)
4(c). Exide Electronics Corporation 401(k) Retirement Benefit Plan Summary
Plan Description
4(d). Form of Plan Enrollment and Election Form
5. A copy of the Internal Revenue Service determination letter that the
plan is qualified under Section 401 of the Internal Revenue Code.
23. Consent of Arthur Andersen LLP
24. Powers of Attorney (included on the signature page to the Registration
Statement)
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 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 each filing of the 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 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 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 has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on November 9,
1995.
Exide Electronics Group, Inc.
(Registrant)
By /s/JAMES A. RISHER
James A. Risher
President and Chief Executive Officer
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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.
Date Title and Signature
November 9, 1995 /s/JAMES A. RISHER
James A. Risher
President and Chief Executive Officer
(principal executive officer)
November 9, 1995 /s/MARTY R. KITTRELL
Marty R. Kittrell
Vice President and
Chief Financial Officer and Treasurer
(principal financial and accounting
officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below appoints James A. Risher, Nicholas J. Costanza and Marty R.
Kittrell, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities to sign any amendments (including post-effective
amendments) to a Registration Statement on Form S-8 relating to the offering and
sale of shares of common stock of Exide Electronics Group, Inc. pursuant to the
Exide Electronics Corporation 401(k) Retirement Benefit Plan, 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 full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any 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.
Date Title and Signature
November 9, 1995 /s/WAYNE L. CLEVENGER
(Wayne L. Clevenger, Director)
November 9, 1995 /s/RON E. DOGGETT
(Ron E. Doggett, Director)
November 9, 1995 /s/JAMES E. FOWLER
(James E. Fowler, Director)
November 9, 1995 /s/LANCE L. KNOX
(Lance L. Knox, Director)
November 9, 1995 /s/DAVID J. MCLAUGHLIN
(David J. McLaughlin, Director)
November 9, 1995 /s/CONRAD A. PLIMPTON
(Conrad A. Plimpton, Director)
November 9, 1995 /s/JAMES A. RISHER
(James A. Risher, Director)
November 9, 1995 /s/CHIAKI TANAKA
(Chiaki Tanaka, Director)
Pursuant to the requirements of the Securities Act of 1933, the plan
administration committee has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Raleigh, State of North Carolina, on November 9, 1995.
Exide Electronics Corporation
401(k) Retirement Benefit Plan
By:
/s/JANE PASIPOULARIDES
Plan Administrator
Exhibit Index
Exhibit No.
4(a). Certification of Incorporation of the Registrant, as amended(filed as
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, and incorporated by reference herein)
4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the
Company's Annual Report on Form 10-K for the year ended September 30,
1990, and incorporated by reference herein)
4(c). Exide Electronics Corporation 401(k) Retirement Benefit Plan Summary
Plan Description
4(d). Form of Plan Enrollment and Election Form
5. A copy of the Internal Revenue Service determination letter that the
plan is qualified under Section 401 of the Internal Revenue Code.
23. Consent of Arthur Andersen LLP
24. Powers of Attorney (included on the signature page to the Registration
Statement)