Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
EDISON CONTROL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2716367
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
W60 N151 Cardinal Avenue
P. O. Box 326
Cedarburg, Wisconsin 53012
(Address of principal executive offices) (Zip Code)
Various Individual Employment and Stock Option Agreements
(Full title of the plan)
____________________
Jay R. Hanamann
Secretary, Treasurer and Chief Financial Officer
Edison Control Corporation
W60 N151 Cardinal Avenue
P. O. Box 326
Cedarburg, Wisconsin 53012
(414) 377-6565
(Name, address and telephone number, including area code,
of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock,
$.01 par value 217,611 $4.0625(1) $884,044.69 $260.80
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Edison
Control Corporation Common Stock on Nasdaq on December 3, 1997.
Explanatory Note
This Registration Statement on Form S-8 relates to the following
number of shares of Common Stock of Edison Control Corporation issued or
issuable under the following compensatory plans and individual
compensation agreements of the Company:
Document Title Shares Registered
Hereby
Stock Option Plan dated June 21, 1996,
between the Company and Alan J. Kastelic . . 97,222
Stock Option Plan dated June 21, 1996,
between the Company and Jay R. Hanamann . . . 48,611
Nonqualified Stock Option Agreement dated June
21, 1996, between the Company and Robert Klemm 19,444
Nonqualified Stock Option Agreement dated June
21, 1996, between the Company and
Craig W. Winebrenner . . . . . . . . . . . . . . 1,458
Nonqualified Stock Option Agreement dated June
21, 1996, between the Company and
David Edwards . . . . . . . . . . . . . . . . . 876
Nonqualified Stock Option Agreement dated May
29, 1997, between the Company and
Robert Cooney . . . . . . . . . . . . . . . . 25,000
Nonqualified Stock Option Agreement dated
October 15, 1997, between the Company and
William Scott . . . . . . . . . . . . . . . . . 25,000
TOTAL . . . 217,611
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Edison
Control Corporation (the "Company") are hereby incorporated herein by
reference:
The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997, which includes audited financial statements as of
and for the fiscal year ended January 31, 1997.
2. All other reports filed since January 31, 1997 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended.
3. The description of the Company's Common Stock, par value
$.01 per share, contained in a registration statement filed under Section
12 of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby 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 a 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.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the New Jersey Business Corporation Act, the
Registrant has the power to indemnify certain persons, including its
officers and directors, under stated circumstances and subject to certain
limitations in connection with services performed in good faith for the
Registrant.
Under the Registrant's By-Laws, any person made or threatened to
be made a party to any civil or criminal action or proceeding by reason of
the fact that he or his testator or intestate is or was a director or
officer of the Registrant, or served any other corporation or entity of
any type or kind, domestic or foreign, in any capacity, at the request of
the Registrant, shall be indemnified against judgments, fines, amounts
paid in settlement and other liabilities and expenses, to the fullest
extent permitted by law.
The indemnification provided in the Business Corporation Act of
New Jersey is not exclusive of any other rights to which a director or
officer may be entitled, whether contained in the certificate of
incorporation or by-laws or, when authorized by the certificate of incor-
poration, or the by-laws, a stockholders' or directors' resolution or an
indemnification agreement, except that no indemnification may be made in
any case if a judgment or other final adjudication adverse to the director
or officer establishes that his acts were committed in bad faith material
to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally
entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference
are set forth in the attached Exhibit Index.
Item 9. Undertakings.
(a) 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, as amended;
(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 with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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 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 Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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.
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 New York, State of New York.
EDISON CONTROL CORPORATION
November 28, 1997 By: /s/ Mary E. McCormack
Mary E. McCormack
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of November 28, 1997, by
the following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints Jay R. Hanamann, his or
her attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to the 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 connection
therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ Mary E. McCormack /s/ John J. Delucca
Mary E. McCormack John J. Delucca
President, Chief Executive Officer Director
and Director (principal executive
officer)
/s/ William B. Finneran /s/ Alan J. Kastelic
William B. Finneran Alan J. Kastelic
Chairman of the Board and Director Director
/s/ Jay R. Hanamann /s/ Jay J. Miller
Jay R. Hanamann Jay J. Miller
Secretary, Treasurer and Chief Director
Financial Officer (principal
financial and accounting officer)
/s/ William Scott
Robert J. Cooney William Scott
Director Director
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 Stock Option Plan dated June 21, 1996, between the Company
and Alan J. Kastelic. [Incorporated by reference to
Exhibit 10.7 to the Company's Annual Report on Form 10-K
for its fiscal year ended January 31, 1997, filed with the
Securities and Exchange Commission on April 29, 1997.]
4.2 Stock Option Plan dated June 21, 1996, between the Company
and Jay R. Hanamann. [Incorporated by reference to Exhibit
10.8 to the Company's Annual Report on Form 10-K for its
fiscal year ended January 31, 1997, filed with the
Securities and Exchange Commission on April 29, 1997.]
4.3 Nonqualified Stock Option Agreement dated June 21, 1996,
between the Company and Robert Klemm.
4.4 Nonqualified Stock Option Agreement dated June 21, 1996,
between the Company and Craig W. Winebrenner.
4.5 Nonqualified Stock Option Agreement dated June 21, 1996,
between the Company and David Edwards.
4.6 Nonqualified Stock Option Agreement dated May 29, 1997,
between the Company and Robert Cooney.
4.7 Nonqualified Stock Option Agreement dated October 15, 1997,
between the Company and William Scott.
5 Opinion of Foley & Lardner.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Foley & Lardner (contained in Exhibit 5 hereto).