As filed with the Securities and Exchange Commission on October 31, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DUCOMMUN INCORPORATED
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Delaware 95-0693330
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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111 West Ocean Boulevard, Suite 900
Long Beach, California 90802
(562) 624-0800
(Address and Telephone Number of Company's Principal Executive Offices)
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DUCOMMUN INCORPORATED 2001 STOCK INCENTIVE PLAN
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JAMES S. HEISER
Vice President, Chief Financial Officer
General Counsel, Secretary and Treasurer
DUCOMMUN INCORPORATED
111 West Ocean Boulevard, Suite 900
Long Beach, California 90802
(Name and address of agent for service)
(562) 624-0800
(Telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered (1) Maximum Maximum Registration
Offering Price Aggregate Fee (2)
per Share (2) Offering Price(2)
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Common Stock, par
value $.01 per share 475,000 $ 9.28 $ 4,408,000 $1,102
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(1) This registration statement also covers such additional shares of common
stock as may become issuable to prevent dilution in the event of stock splits,
stock dividends or similar transactions pursuant to the terms of the Plan and in
agreements entered into pursuant thereto.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, amended. The proposed
maximum offering price per share and the proposed maximum aggregate offering
price are based upon the average of the high and low sales prices of the
Company's common stock, as reported on the New York Stock Exchange on October
25, 2001.
INTRODUCTION
This registration statement on Form S-8 is filed by Ducommun
Incorporated, a Delaware corporation (the "Company" or the "Registrant"),
relating to 475,000 shares of its common stock, par value $.01 per share, which
are issuable to eligible employees of the Company under its 2001 Stock Incentive
Plan (the "Plan"). This registration statement is also registering any
additional shares of common stock that may become available for purchase in
accordance with the provisions of the Plans in the event of certain changes in
the outstanding shares of common stock of the Company, including, among other
things, stock dividends, stock splits, reverse stock splits, reorganizations and
recapitalizations.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not filed as part of this registration statement in accordance with the
Note to Part I of Form S-8.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not filed as part of this registration statement in accordance with the
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 filed by the Company with the Securities and
Exchange Commission are hereby incorporated in this registration statement by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed on February 28, 2001;
(b) The Company's Definitive Proxy Statement for the 2001 Annual Meeting
of Stockholders held on May 2, 2001, filed on March 26, 2001;
(c) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2001, June 30, 2001 and September 29, 2001, as filed on April 25,
2001, July 30, 2001 and October 23, 2001 respectively;
(d) The Company's Current Reports on Form 8-K and 8-K/A, as filed on
June 19, 2001 and August 17, 2001, respectively;
(e) The description of the common stock contained in the Company's
Registration Statement on Form 8-A, as filed on October 30, 1996, as
subsequently amended from time to time; 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, as amended,
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 into and
to be part of this registration statement and the prospectus that is part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, as the common stock of the Company is currently
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters relating to the valid issuance of the shares of
common stock of the Company covered by the Plan have been passed upon by James
S. Heiser, Vice President, General Counsel, Chief Financial Officer, Secretary
and Treasurer of the Company. Mr. Heiser is eligible to participate in the Plan
and other stock incentive plans of the Company, and as of the date of this
registration statement owns 10,626 shares of common stock of the Company and has
been granted options to purchase 54,500 shares of common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a part or is threatened to be
made a part to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as director, officer,
employee or agent of another corporation or enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person identified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no cause
to believe his or her conduct was unlawful. In the case of an action by or in
the right of the corporation, no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that a Court of Chancery or the court
in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that to the extent that a director or officer of a corporation
has been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter herein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
The Restated Certificate of Incorporation, as amended, and Bylaws of the
Company require the Company to indemnify its directors and officers to the
fullest extent permitted by the General Corporation Law of the State of
Delaware. In addition, the Company has entered into an agreement with each of
its directors and certain of its officers indemnifying them to the extent
permitted under each agreement. The Company has also purchased director and
officer liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 2001 Stock Incentive Plan of the Company (incorporated by reference
to Appendix B of the Company's Definitive Proxy Statement on Schedule 14A, as
filed with the Securities and Exchange Commission on March 26, 2001).
4.2 Restated Certificate of Incorporation of the Company filed with the
Delaware Secretary of State on May 29, 1990 (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as filed with the Securities and Exchange Commission on
February 28, 2001).
4.3 Certificate of Amendment of Certificate of Incorporation of the
Company filed with the Delaware Secretary of State on May 27, 1998 (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, as filed with the Securities and Exchange
Commission on March 4, 1999).
4.4 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, as filed with the Securities and Exchange
Commission on February 28, 2001).
5.1 Opinion of James S. Heiser regarding the validity of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of James S. Heiser (contained in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Pages).
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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(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 Company hereby undertakes that, for 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 (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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
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 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 Securities 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 Long Beach, State of California, on this 29th day of
October, 2001.
DUCOMMUN INCORPORATED
By: /s/ James S. Heiser
_________________________________________
James S. Heiser
Vice President, Chief Financial Officer,
General Counsel, Secretary and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James
S. Heiser such person's true and lawful attorney-in-fact and agent 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 and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, 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 intents and purposes as such person might, or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or any substitute therefor, 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 below by the following persons on behalf
of the Registrant in their capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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Chairman of the Board, October 26, 2001
President and Chief
/s/ Joseph C. Berenato Executive Officer
--------------------------------- (Principal Executive
Joseph C. Berenato Officer)
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Vice President, Chief October 26, 2001
Financial Officer,
/s/ James S. Heiser General Counsel,
--------------------------------- Secretary and Treasurer
James S. Heiser (Principal Financial
Officer)
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Vice President, October 26, 2001
Controller and Assistant
/s/ Samuel D. Williams Treasurer
--------------------------------- (Principal Accounting
Samuel D. Williams Officer)
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DIRECTORS
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/s/ Norman A. Barkeley Director October 26, 2001
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Norman A. Barkeley
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/s/ Joseph C. Berenato Director October 26, 2001
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Joseph C. Berenato
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/s/ Eugene P. Conese, Jr. Director October 26, 2001
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Eugene P. Conese, Jr.
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/s/ Ralph D. Crosby, Jr. Director October 26, 2001
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Ralph D. Crosby, Jr.
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/s/ H. Frederick Christie Director October 26, 2001
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H. Frederick Christie
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/s/ Robert C. Ducommun Director October 26, 2001
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Robert C. Ducommun
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/s/ Thomas P. Mullaney Director October 26, 2001
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Thomas P. Mullaney
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EXHIBIT INDEX
Exhibit Number Description
4.1 2001 Stock Incentive Plan of Ducommun Incorporated
(incorporated by reference to Appendix B of the Company's
Definitive Proxy Statement on Schedule 14A, as filed with the
Securities and Exchange Commission on March 26, 2001).
4.2 Restated Certificate of Incorporation of the Company filed
with the Delaware Secretary of State on May 29, 1990
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 2000, as filed with the Securities and Exchange
Commission on February 28, 2001).
4.3 Certificate of Amendment of Certificate of Incorporation of
the Company filed with the Delaware Secretary of State on May
27, 1998 (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as filed with the Securities and
Exchange Commission on March, 4 1999).
4.4 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000, as
filed with the Securities and Exchange Commission on February
28, 2001).
5.1 Opinion of James S. Heiser regarding the validity of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of James S. Heiser (contained in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Pages).