As filed with the Securities and Exchange Commission on February 15, 1996.
SEC Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
NATURAL ALTERNATIVES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
______________
Delaware 84-1007839
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)
1185 Linda Vista Drive, Suite D, San Marcos, California 92069
(Address of Principal Executive Office) (Zip Code)
______________
1994 Nonqualified Stock Option Plan
(Full title of Plan)
______________
Mark A. Le Doux, President
1185 Linda Vista Drive, Suite D
San Marcos, California 92069
(Name and address of agent for service)
(619) 744-7340
(Telephone Number, Including Area Code, of Agent of Service)
______________
Copies of all correspondence to:
Timothy J. Fitzpatrick
Fisher Thurber, Ltd.
4225 Executive Square, Suite 1600
La Jolla, California 92037-1483
(619) 535-9400
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities to be Amount to be Offering Price Offering Amount of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
- -------------------------------------------------------------------------------------
Common Stock
par value of 500,000
$0.01 per share shares $9.75 $4,875,000 $1,681.03
- -------------------------------------------------------------------------------------
(1) There is also being registered hereunder such additional undetermined
number of shares of Common Stock which may be issued from time to time as a
result of the anti-dilution provisions of the Plans.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices of the Common
Stock of the Company as reported on February 6, 1996 on the American Stock
Exchange.
This Form S-8 contains 6 sequentially numbered pages. The Exhibit Index
appears at sequentially numbered page 3.
NATURAL ALTERNATIVES INTERNATIONAL, INC.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed with the Securities and Exchange Commission (the
"Commission") pursuant to Form S-8 adopted under the Securities Act of 1933,
as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Natural Alternatives International, Inc,. (the
"Company") with the Commission pursuant to the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report of Form 10-K for the fiscal year ended June
30, 1995 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(b) The Quarterly Reports on Form 10-Q's for the quarters ended September 30,
1995 and December 31, 1995, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the common stock, no par value, of the Company
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 which the Company files pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this Registration State-
ment 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
Inapplicable.
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Item 5. Interest of Named Experts and Counsel
David A. Fisher is a Partner with Fisher Thurber, Ltd., legal counsel to the
Company, and the beneficial owner of an option to purchase 20,000 shares of
Common Stock of the Company at $4.625 per share.
Item 6. Indemnification of Directors and Officers
The statutes, charter provisions, Bylaws, Indemnification Agreements, or other
arrangements under which any controlling person, director or officer of the
Registrant is insured or indemnified in any manner against any liability
which he may incur in his capacity as such, are as follows:
The Delaware Corporate Law (the "Code") permits the Company to indemnify an
officer or director who was or is a party or is threatened to be made a party
to any proceeding because of his or her position, if the officer or director
acted in good faith and in a manner he or she reasonably believed to be in
the best interests of the Company. The Code authorizes the Company to
advance expenses incurred in defending any such proceedings under certain
circumstances, and if the officer or director is successful on the merits, it
authorizes the Company to indemnify the officer or director against all
expenses, including attorneys' fees, incurred in connection with any such
proceeding. The Company's Bylaws and Certificate of Incorporation provide
that the Company shall have the power to indemnify its officers and directors
in accordance with the Code.
The Code permits the Company to limit the personal liability of its directors
for monetary damages for breaches of fiduciary duty as a director, except for
breaches that involve the director's duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, acts involving unlawful dividends or stock redemptions or
transactions from which the director derived an improper personal benefit.
Under the Company's Certificate of Incorporation and By-Laws and in
accordance with Section 145 of the Delaware law, the Company shall 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 whether civil,
criminal, administrative, or investigative, (other than an action by or in
the right of the Company, a derivative action) for reason of the fact that
such person is or was a director or officer of the Company, against expenses
(including attorneys' fees, judgments, fines, amounts paid in settlement in
connection with such action, suit or proceeding if such person acted in good
faith in a manner the person reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe was unlawful. A similar
standard of care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorney's fees) incurred
in connection with defense or settlement of such an action and then, where
the person is judged to be liable to the Company, only if and to the extent
that the Court of Chancery of the State of Delaware or the court in which
such action was brought, determines that such person is fairly and reasonably
entitled to such indemnity and then only for such expenses that the court
shall deem proper.
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The Company's By-laws provide that the Company shall pay for the expenses
incurred by the indemnified director or officer in defending the proceedings
specified above, in advance of their final disposition, provided the person
agrees to reimburse the Company if it is ultimately determined that such
person is not entitled to indemnification. The Company may also, by action of
its Board, provide indemnification to any person who is or was one of its
employees or agents, or any person who is or was serving at the request of
the Company as a director, officer, partner, member, employee or agent of
another corporation, partnership, joint venture, trust, committee or other
enterprise to the same degree as the foregoing indemnification of directors
and officers. The Company has entered into indemnity agreements with each of
its current directors and executive officers, which provide for
indemnification to the fullest extent permitted by Delaware law, including,
by reason or action or inaction occurring in the past and in circumstances in
which indemnification and the advancement of expenses are discretionary under
Delaware law.
The Company presently has in effect a claims-made policy of directors and
officers liability insurance protecting its directors and officers against
liability by reason of their having or having been directors or officers.
The directors and officers liability portion of such policy covers all
directors and officers of the Company and of subsidiary companies.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits.
The following exhibits are filed pursuant to Item 601 of Regulation S-K:
Exhibit No. Title
- ----------- ------------------------------------------------------------
3.1 Certificate of Incorporation of Registrant filed with the
Delaware Secretary of State on October 26, 1989 (1)
3.2 Certificate of Amendment to the Certificate of Incorporation
filed with the Delaware Secretary of State on April 5, 1991
(1)
3.3 Certificate of Merger of Natural Alternatives International,
Inc. (a Colorado corporation) into Natural Alternatives
International, Inc. (A Delaware corporation) filed with the
Delaware Secretary of State March 5, 1990 (1)
3.4 Bylaws of the Registrant (1)
4.1 1994 Nonqualified Stock Option Plan (2)
3
5.1 Opinion of Fisher Thurber, Ltd. including consent of such
counsel (2)
23.1 Consent of KPMG Peat Marwick LLP (2)
23.2 Consent of Fisher Thurber, Ltd. (Included in Exhibit 5.1) (2)
_______________________
(1) Incorporated by reference to the exhibits filed with the Form S-1
Registration Statement (File No. 33-44292) filed on December 21, 1992.
(2) Filed herewith.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) 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.
(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 amend-
ment any of the securities being registered which remain unsold at the term-
ination of the offering.
B. The undersigned registrant hereby undertakes that, for the purpose 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 that time shall be deemed to be the initial bona fide offering
thereof.
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C. Insofar as indemnification of liabilities arising under the Securities
Act 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 San Marcos, State of California, on the 2nd day of
February, 1996.
NATURAL ALTERNATIVES INTERNATIONAL, INC.
BY: /s: Mark A. Le Doux
--------------------------
Mark A. Le Doux, President
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.
Signatures Title Date
/s: Mark A. Le Doux President, Chief Executive February 2, 1996
- ---------------------------- Officer and Director
Mark A. Le Doux
/s: William P. Spencer Executive Vice President, February 2, 1996
- ---------------------------- Chief Financial Officer
William P. Spencer And Director
/s: Marie A. Le Doux Secretary and Director February 2, 1996
- ----------------------------
Marie A. Le Doux
/s: William R. Kellas Director February 2, 1996
- ----------------------------
William R. Kellas
/s: Lee G. Weldon Director February 2, 1996
- ----------------------------
Lee G. Weldon
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