SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SONO-TEK CORPORATION
(Exact name of registrant as specified in its charter)
New York 14-1568099
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2012 Route 9W, Bldg. 3, Milton, New York 12547
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK INCENTIVE PLAN
(Full title of the plan)
JAMES L. KEHOE
SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3,
Milton, New York 12547
(Name and address of agent for service)
(914) 795-2020
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share offering price fee
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Common Stock,
$.01 par value 64,876 shares (a) $0.60 (c) $38,926 $11.50(e)
Common Stock
$.01 par value 685,124 shares (b) (see note (d)) $299,533 $88.40(e)
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Total Registration Fee: $99.90
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<FN>
(a) Represents the number of shares to be registered under the Plan which have
not yet been granted pursuant to an option.
(b) Represents the number of shares to be registered under the Plan which have
already been granted pursuant to an option.
(c) Estimated solely for purposes of calculating the registration fee and based
on the average of the bid and asked prices of the Company's Common stock on
July 27, 1998, as reported by the National Quotations Bureau, Inc.
(d) Represents the exercise prices of options granted under the Plan which
range from $.33 to $.82 per share.
(e) Registration Fee computed pursuant to Rule 457 (h)(1).
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference
in this Registration Statement, and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 thereof from the date of
filing of such documents:
(a) The Company's annual report on Form 10-K for the year ended February
28, 1998.
(b) The Company's quarterly report on Form 10-Q for the quarter ended May
31, 1998.
(c) The description of the Company's Common Stock is contained in the
Registration Statement on Form 8-A dated July 10, 1987, File No.
0-16035, and any amendment or report filed for the purpose of updating
such description.
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 Company's Certificate of Incorporation provides that the Company may to
the fullest extent permitted by Section 721 through 726 of the Business Company
Law of New York, indemnify any and all directors and officers whom it shall have
power to indemnify under the said sections from and against any and all of the
expenses, liabilities or other matters referred to in or covered by such
sections. The Company's bylaws provide that it shall indemnify the officers and
directors of the corporation to the fullest extent permitted by applicable law.
The Company does not have indemnification insurance on its directors and
officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation, as amended, filed as an exhibit to
Company's 10-K for the year ended February 28, 1994, and hereby
incorporated by reference.
4.2 Bylaws of the Company, as amended, filed as Exhibit 2 to the
Registration Statement on Form 8-A, as amended, dated July 27, 1998,
File #000-16035, and hereby incorporated by reference.
4.3 The 1993 Stock Incentive Plan, as amended on June 26, 1998, filed as
an exhibit hereto and hereby incorporated by reference.
5.1 Opinion of D'Ancona & Pflaum.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Anchin, Block & Anchin LLP.
23.3 Consent of D'Ancona & Pflaum (included in Exhibit 5.1).
24.1 Powers of Attorney (included herein).
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 registration statement is on Form S-3, Form S-8 or Form F-3 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 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.
The undersigned Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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.
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 Company 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 Company 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 Company 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 the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Milton, State of New York, on the 3rd day of August, 1998.
SONO-TEK CORPORATION
By: /s/ James L. Kehoe
James L. Kehoe,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of Sono-Tek Corporation, a New York corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, hereby
constitute and appoint James L. Kehoe and Kathleen N. Martin and each of them
their true and lawful attorney-in-fact and agent, with full power and
substitution and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign such Registration Statement and
any or all pre-effective and post-effective amendments to the Registration
Statement, and all other documents in connection therewith to be filed with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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, as fully to all
interests and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
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/ Samuel Schwartz Chairman of the Board June 26, 1998
(Samuel Schwartz) and Director
/s/ James L. Kehoe Chief Executive Officer June 26, 1998
(James L. Kehoe) and Director
/s/ Kathleen N. Martin Treasurer (Principal Financial June 26, 1998
(Kathleen N. Martin) Officer and Principal
Accounting Officer)
/s/ Harvey L. Berger President June 26, 1998
(Harvey L. Berger) and Director
/s/ J. Duncan Urquhart Director June 26, 1998
(J. Duncan Urquhart)
Exhibit 5.1
July 29, 1998
SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3
Milton, New York 12547
Gentlemen:
We have acted as counsel for Sono-Tek Corporation (the "Company") in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and proposed sale of 750,000 shares of the Company's common stock,
$.01 par value ("Common Stock"), under the terms of the 1993 Stock Incentive
Plan and described in the Registration Statement (the "Plan").
In arriving at this opinion, we have examined the Company's Certificate of
Incorporation, its Bylaws, the records of the corporate proceedings of the
Company authorizing the issuance and sale of the shares of Common Stock covered
by the Registration Statement, the Plan and such other instruments and documents
as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that all necessary
corporate action for the authorization, reservation and issuance of the shares
of Common Stock to be offered and sold by the Company pursuant to the Plan has
been taken; and that said shares of Common Stock are duly authorized, and upon
delivery of same to the participants under the Plan against payment therefor
upon the terms set forth in the Plan, said shares of Common Stock will be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement.
Very truly yours,
D'ANCONA & PFLAUM
By: /s/ Merrill A. Freed
Merrill A. Freed, Partner
Exhibit 23.1
INDEPENDENT AUDITORS'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sono-Tek Corporation on Form S-8 of our report dated May 20, 1998 appearing in
the Annual Report on Form 10-K of Sono-Tek Corporation for the year ended
February 28, 1998.
Deloitte & Touche LLP
July 27, 1998
Exhibit 23.2
Anchin, Block & Anchin LLP
1375 Broadway
New York, NY 10018
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
OF SONO-TEK CORPORATION
We consent to the inclusion in the Registration Statement on Form S-8 to be used
in registering shares of the Common Stock of Sono-Tek Corporation of our report,
dated April 30, 1996, except for Note 5 as to which the date is May 28, 1996,
which accompanies the financial statements of Sono-Tek Corporation which are
included in the Registration Statement.
In the course of our audit of the financial statements for the year ended
February 29, 1996, we also audited Schedule II for the year ended February 29,
1996, included in the annual report of Sono-Tek Corporation of Form 10K for the
year ended February 28, 1998. In our opinion, the schedule presents fairly the
information therein set forth.
We also consent to the reference to our firm under the caption "Experts" in the
Registration Statement.
ANCHIN, BLOCK & ANCHIN LLP
Accountants and Consultants
New York, New York
July 30, 1998