As Filed with the Securities and Exchange Commission on August__, 1996
Registration No. 333-_____
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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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DIPLOMAT CORPORATION
(Exact name of registrant as specified in its charter)
25 Kay Fries Drive
Stony Point, New York 10980
(address of principal executive
office including zip code)
Delaware 13-3727399
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Diplomat Corporation
Stock Option Plan
1996 Non-qualified Stock Option Plan
(full title of plans)
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Sheldon R. Rose,
President
25 Kay Fries Drive
Stony Point, New York 10980
(914) 786-5552
(Name, address and telephone number of agent for service)
With Copies To:
Felice F. Mischel, Esq.
Joel W. Wagman, Esq.
Schneck Weltman Hashmall & Mischel LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 956-1500
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class Maximum Maximum Proposed
of Securities Amount of Offering Aggregate Amount of
To Be Shares To Be Price Per Offering Registration
Registered Registered(1) Security(2) Price Fee
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Common Stock 200,000 $ 1.3125 $ 262,500 $ 90.52
(par value $.0001)
Common Stock 1,500,000 $ 1.3125 $1,968,750 $ 678.88
(par value $.0001)
Total 1,700,000 $2,231,250 $ 769.40
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(1) This registration also covers such additional number of shares, presently
undeterminable, as may become issuable under the Plans in the event of
stock dividend, stock splits, recapitalizations or other changes in the
Common Stock. The shares subject to this Registration Statement reflect the
shares available for issuance pursuant to options granted under the Stock
Option Plan (consisting of incentive and non-qualified stock option) and
the 1996 Non-qualified Stock Option Plan, all of which may be reoffered in
accordance with the provisions of Form S-8.
(2) The registration fee has been calculated pursuant to Rule 457 based on the
selling price of the Company's Common Stock on August 25, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities Exchange Commission (the
"Commission") are incorporated in this Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995.
(2) The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1996 and June 30, 1996.
(3) Current Report on Form 8-K, dated as of January 9, 1996.
(4) Amendment No. 1 to Form 8-K, dated as of May 2, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
12(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 hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereby is being passed upon for
the Company by Schneck Weltman Hashmall & Mischel LLP, 1285 Avenue of the
Americas, New York, New York 10019.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation and By-laws provide to the
extent permitted by the Delaware General Corporation Law, as the same may be
amended, a director of the Corporation shall not be liable to the Corporation or
its stockholder for monetary damages for breach of fiduciary duty of a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
4 1996 Non-qualified Stock Option Plan
5.1 Opinion of Schneck Weltman Hashmall & Mischel LLP
23.1 Consent of Feldman Radin & Company, P.C.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Schneck Weltman Hashmall & Mischel LLP (included in
Exhibit 5.1)
99 Other Exhibits - Re-Offer Prospectus
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability the under Securities Act of 1993, 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 this is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. The undersigned Registrant hereby undertakes:
(a) 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;
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 2 (a)(1)(i) and 2 (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 herein.
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(b) 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 herein, and the
offering of such securities that at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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.
3. 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Stony Point, State of New York, on August 27, 1996.
DIPLOMAT CORPORATION
By:/s/SHELDON R. ROSE
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Sheldon R. Rose
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
Signature Capacity in Which Signed Date
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/s/ SHELDON R. ROSE Chief Executive Officer, August 27, 1996
- ------------------------- President, Principal Financial
Sheldon R. Rose Officer, Chairman of the
Board of Directors and a
Director
/s/ STUART A. LEIDERMAN Executive Vice President, August 27, 1996
- ------------------------- Secretary and Director
Stuart A. Leiderman
/s/ ROBERT M. RUBIN Director August 27, 1996
- -------------------------
Robert M. Rubin
/s/ JONATHAN ROSENBERG Director August 27, 1996
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Jonathan Rosenberg
Director
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Edward E. Hinds
/s/ IRWIN ORINGER Controller August 27, 1996
- ------------------------- (Principal Accounting Officer)
Irwin Oringer
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