As filed with the Securities and Exchange Commission on June 26, 1998
File No. 333-________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHROMCRAFT REVINGTON, INC.
(Exact name of Registrant as specified in its charter)
Delaware 35-1848094
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1100 North Washington Street, Delphi, Indiana 46923
(Address, including zip code, of Registrant's principal executive offices)
1992 STOCK OPTION PLAN, AS AMENDED
(Full Title of Plan)
Frank T. Kane, Vice President-Finance Howard Kahlenbeck, Jr., Esq.
Chromcraft Revington, Inc. Nicholas J. Chulos, Esq.
1100 North Washington Street Krieg DeVault Alexander & Capehart
Delphi, Indiana 46923 One Indiana Square, Suite 2800
(765) 564-3500 Indianapolis, Indiana 46204
(Name, address and telephone number, (317) 636-4341
including area code, of agent for service) (Copy to)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering price aggregate offering fee
registered (1) per share (2) price (2)
- --------------------------------------------------------------------------------
Common
Stock,
par value 700,000 $17.66 $12,362,000 $3,646.79
$.01 per shares
share
================================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
number of additional shares as may be issuable as a result of
anti-dilution provisions contained in the plan described herein.
(2) Estimate solely for purposes of determining the registration fee
in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of $17.66 per share, which was the
average of the high and low prices of the Registrant's Common
Stock on June 22, 1998 as reported by the New York Stock
Exchange, Inc.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.
Item 2. Registration Information and Employee Plan Annual Information.
The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Chromcraft Revington, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement: (a) the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 (Commission File
No. 1-13970) filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"); (b) the Company's Quarterly Report on
Form 10-Q for the quarter ended March 28, 1998 filed with the Commission
pursuant to the Exchange Act; (c) the Company's Current Report on Form 8-K filed
with the Commission on May 13, 1998; and (d) the description of the Company's
Common Stock, $.01 par value per share, contained in its Registration Statement
on Form 8-A filed with the Commission on September 11, 1995 pursuant to Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act following the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered pursuant to
this Registration Statement have been sold or which deregisters all shares of
Common Stock then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be made a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that the Company shall indemnify and advance
expenses to its current and former directors, officers, employees or agents to
the fullest extent permitted by the Delaware General Corporation Law, whenever
they are defendants or threatened to be made defendants in any legal or
administrative proceeding by reason of their relationship to the Company.
Section 145 of the Delaware General Corporation Law provides that 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,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner that the person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
A similar standard of care is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such an action and
then, where the person is adjudged to be liable to the corporation, 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 indemnification for such expenses as the court shall
deem proper.
Item 7. Exemption from Registration Claim.
Not applicable.
Item 8. Exhibits.
The following exhibits are being filed as part of this Registration
Statement:
Exhibit Number Document
-------------- --------
4.1 Certificate of Incorporation of the Company,
as amended, (incorporated by reference to
Exhibit 3.1 of the Company's Registration
Statement on Form S-1 (Commission File No.
33-45902) filed February 21, 1992 (the "Form
S-1")).
4.2 By-Laws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's
Form S-1).
2
5 Opinion of Krieg DeVault Alexander & Capehart
as to the legality of the securities being
registered.
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Krieg DeVault Alexander & Capehart
(included in opinion filed as Exhibit 5 to
this Registration Statement).
25 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned Company 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, as amended (the "Securities Act");
(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 Company pursuant to
Section 13(a) or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
3
Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of an 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 Securities Act and will be governed by the final adjudication
of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Delphi, State of Indiana on June 26, 1998.
CHROMCRAFT REVINGTON, INC.
By: /s/ Frank T. Kane
---------------------------------------
Frank T. Kane, Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of June 26, 1998.
Signature Title
- --------- -----
*Bruce C. Bruckmann Director
- -----------------------
Bruce C. Bruckmann
/s/ Frank T. Kane Vice President-Finance (Principal Accounting
- ----------------------- and Financial Officer)
Frank T. Kane
*David L. Kolb Director
- -----------------------
David L. Kolb
*Larry P. Kunz Director
- -----------------------
Larry P. Kunz
*H. Martin Michael Director and Executive Vice President
- -----------------------
H. Martin Michael
*M. Saleem Muqaddam Director
- -----------------------
M. Saleem Muqaddam
5
/s/ Michael E. Thomas President, Chief Executive Officer and
- ----------------------- Director (Principal Executive Officer)
Michael E. Thomas
*Warren G. Wintrub Director
- -----------------------
Warren G. Wintrub
*By: /s/ Frank T. Kane
---------------------------------------
Frank T. Kane, as Attorney-in-Fact
6
Exhibit 5
June 25, 1998
Board of Directors
CHROMCRAFT REVINGTON, INC.
1100 North Washington Street
Delphi, Indiana 46923
RE: Registration Statement on Form S-8
Gentlemen:
We have represented Chromcraft Revington, Inc. (the "Company") in
connection with the preparation for filing of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission for the purpose of registering 700,000 shares of
the Company's common stock, $.01 par value per share (the "Shares"),
under the Securities Act of 1933, as amended. The Shares will be
offered and issued upon the terms and subject to the conditions set
forth in the Company's 1992 Stock Option Plan, as amended (the "Plan").
In connection with this opinion, we have reviewed and relied upon
originals or copies, certified or otherwise identified to our
satisfaction, of the Certificate of Incorporation of the Company, as
amended, the By-Laws of the Company, as amended, the Plan,
certificates executed by the Secretary of the Company and such other
documents and information as we have, in our judgment, deemed
relevant. In connection with such review, we have assumed without
independent investigation the accuracy and authenticity of all
documents submitted to us as originals, the accuracy and conformity to
their respective originals of all documents submitted to us as copies,
the genuineness of all signatures and the legal capacity of all
natural persons.
Based upon and subject to the foregoing, it is our opinion that
the Shares will, when issued in accordance with the terms and
conditions of the Plan, be legally issued, fully paid and non-
assessable.
This opinion is limited to the matters stated herein, and no
opinion is to be implied or may be inferred beyond the matters
expressly stated. This opinion is addressed to you and is solely for
your use in connection with the Registration Statement. Accordingly,
the opinion expressed herein is not to be relied upon, utilized or
quoted by, or delivered or disclosed to, in whole or in part, any
other person, entity or governmental authority without the prior
written consent of this firm, except as set forth in the subsequent
paragraph.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Krieg DeVault Alexander & Capehart
KRIEG DEVAULT ALEXANDER & CAPEHART
Exhibit 24.1
Accountants' Consent
The Board of Directors and Stockholders
Chromcraft Revington, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Chromcraft Revington, Inc. of our report dated February 3, 1998,
relating to the consolidated balance sheets of Chromcraft Revington, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of earnings, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, and the related
financial statement schedule, which report appears in the December 31, 1997,
annual report on Form 10-K of Chromcraft Revington, Inc.
/s/ KPMG Peat Marwick LLP
Indianapolis, Indiana
June 25, 1998
Exhibit 25
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
Chromcraft Revington, Inc. (the "Company"), hereby severally makes, constitutes
and appoints Michael E. Thomas and Frank T. Kane, and each of them singly, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, and
in any and all capacities, (i) to execute a registration statement relating to
the common stock that may be issued in connection with the Company's 1992 Stock
Option Plan, as amended (the "Plan"), and any and all amendments (including
post-effective amendments), revisions and supplements thereto, (ii) to file any
and all of the foregoing, in substantially the form which has been presented to
me or which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, (the "Act"), and the rules and regulations promulgated
thereunder, and (iii) to do, or cause to be done, any and all other acts and
things whatsoever as fully and to all intents and purposes as the undersigned
might or could do in person which any of the above-named attorneys-in-fact and
agents may deem necessary or advisable in the premises or in order to enable the
Company to register its common stock that may be issued in connection with the
Plan under, or otherwise comply with, the Act and the rules and regulations
promulgated thereunder; hereby approving, ratifying and confirming all actions
lawfully taken, or caused to be taken, by any of the above-named attorneys-in-
fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 16th day of June, 1998.
/s/ Bruce C. Bruckmann
--------------------------------------
Bruce C. Bruckmann
Director
Exhibit 25
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
Chromcraft Revington, Inc. (the "Company"), hereby severally makes, constitutes
and appoints Michael E. Thomas and Frank T. Kane, and each of them singly, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, and
in any and all capacities, (i) to execute a registration statement relating to
the common stock that may be issued in connection with the Company's 1992 Stock
Option Plan, as amended (the "Plan"), and any and all amendments (including
post-effective amendments), revisions and supplements thereto, (ii) to file any
and all of the foregoing, in substantially the form which has been presented to
me or which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, (the "Act"), and the rules and regulations promulgated
thereunder, and (iii) to do, or cause to be done, any and all other acts and
things whatsoever as fully and to all intents and purposes as the undersigned
might or could do in person which any of the above-named attorneys-in-fact and
agents may deem necessary or advisable in the premises or in order to enable the
Company to register its common stock that may be issued in connection with the
Plan under, or otherwise comply with, the Act and the rules and regulations
promulgated thereunder; hereby approving, ratifying and confirming all actions
lawfully taken, or caused to be taken, by any of the above-named attorneys-in-
fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 16th day of June, 1998.
/s/ David L. Kolb
--------------------------------------
David L. Kolb
Director
Exhibit 25
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
Chromcraft Revington, Inc. (the "Company"), hereby severally makes, constitutes
and appoints Michael E. Thomas and Frank T. Kane, and each of them singly, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, and
in any and all capacities, (i) to execute a registration statement relating to
the common stock that may be issued in connection with the Company's 1992 Stock
Option Plan, as amended (the "Plan"), and any and all amendments (including
post-effective amendments), revisions and supplements thereto, (ii) to file any
and all of the foregoing, in substantially the form which has been presented to
me or which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, (the "Act"), and the rules and regulations promulgated
thereunder, and (iii) to do, or cause to be done, any and all other acts and
things whatsoever as fully and to all intents and purposes as the undersigned
might or could do in person which any of the above-named attorneys-in-fact and
agents may deem necessary or advisable in the premises or in order to enable the
Company to register its common stock that may be issued in connection with the
Plan under, or otherwise comply with, the Act and the rules and regulations
promulgated thereunder; hereby approving, ratifying and confirming all actions
lawfully taken, or caused to be taken, by any of the above-named attorneys-in-
fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 15th day of June, 1998.
/s/ Larry P. Kunz
--------------------------------------
Larry P. Kunz
Director
Exhibit 25
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
Chromcraft Revington, Inc. (the "Company"), hereby severally makes, constitutes
and appoints Michael E. Thomas and Frank T. Kane, and each of them singly, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, and
in any and all capacities, (i) to execute a registration statement relating to
the common stock that may be issued in connection with the Company's 1992 Stock
Option Plan, as amended (the "Plan"), and any and all amendments (including
post-effective amendments), revisions and supplements thereto, (ii) to file any
and all of the foregoing, in substantially the form which has been presented to
me or which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, (the "Act"), and the rules and regulations promulgated
thereunder, and (iii) to do, or cause to be done, any and all other acts and
things whatsoever as fully and to all intents and purposes as the undersigned
might or could do in person which any of the above-named attorneys-in-fact and
agents may deem necessary or advisable in the premises or in order to enable the
Company to register its common stock that may be issued in connection with the
Plan under, or otherwise comply with, the Act and the rules and regulations
promulgated thereunder; hereby approving, ratifying and confirming all actions
lawfully taken, or caused to be taken, by any of the above-named attorneys-in-
fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 16th day of June, 1998.
/s/ H. Martin Michael
--------------------------------------
H. Martin Michael
Director
Exhibit 25
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
Chromcraft Revington, Inc. (the "Company"), hereby severally makes, constitutes
and appoints Michael E. Thomas and Frank T. Kane, and each of them singly, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, and
in any and all capacities, (i) to execute a registration statement relating to
the common stock that may be issued in connection with the Company's 1992 Stock
Option Plan, as amended (the "Plan"), and any and all amendments (including
post-effective amendments), revisions and supplements thereto, (ii) to file any
and all of the foregoing, in substantially the form which has been presented to
me or which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, (the "Act"), and the rules and regulations promulgated
thereunder, and (iii) to do, or cause to be done, any and all other acts and
things whatsoever as fully and to all intents and purposes as the undersigned
might or could do in person which any of the above-named attorneys-in-fact and
agents may deem necessary or advisable in the premises or in order to enable the
Company to register its common stock that may be issued in connection with the
Plan under, or otherwise comply with, the Act and the rules and regulations
promulgated thereunder; hereby approving, ratifying and confirming all actions
lawfully taken, or caused to be taken, by any of the above-named attorneys-in-
fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 18th day of June, 1998.
/s/ M. Saleem Muqaddam
--------------------------------------
M. Saleem Muqaddam
Director
Exhibit 25
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
Chromcraft Revington, Inc. (the "Company"), hereby severally makes, constitutes
and appoints Michael E. Thomas and Frank T. Kane, and each of them singly, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, and
in any and all capacities, (i) to execute a registration statement relating to
the common stock that may be issued in connection with the Company's 1992 Stock
Option Plan, as amended (the "Plan"), and any and all amendments (including
post-effective amendments), revisions and supplements thereto, (ii) to file any
and all of the foregoing, in substantially the form which has been presented to
me or which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, (the "Act"), and the rules and regulations promulgated
thereunder, and (iii) to do, or cause to be done, any and all other acts and
things whatsoever as fully and to all intents and purposes as the undersigned
might or could do in person which any of the above-named attorneys-in-fact and
agents may deem necessary or advisable in the premises or in order to enable the
Company to register its common stock that may be issued in connection with the
Plan under, or otherwise comply with, the Act and the rules and regulations
promulgated thereunder; hereby approving, ratifying and confirming all actions
lawfully taken, or caused to be taken, by any of the above-named attorneys-in-
fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 16th day of June, 1998.
/s/ Warren G. Wintrub
--------------------------------------
Warren G. Wintrub
Director