As filed with the Securities and Exchange Commission on March 28, 2000
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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APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
(Exact name of issuer as specified in its charter)
Minnesota 41-1454591
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7400 Excelsior Boulevard, Minneapolis, Minnesota 55426
(Address of principal executive offices, including Zip Code)
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
WARRANTS TO PURCHASE COMMON STOCK
(Full title of the plan)
Edward R. Cameron Copy to:
President Elizabeth H. Cobb, Esq.
Appliance Recycling Centers of America, Inc. Mackall, Crounse & Moore, PLC
7400 Excelsior Boulevard 1400 AT&T Tower
Minneapolis, Minnesota 55426 901 Marquette Avenue
(Name and address of agent for service) Minneapolis, Minnesota 55402-2859
(612) 305-1400
(612) 930-9000
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
From time to time after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock, 105,000 shares $1.9375 $203,437.50 $53.71
no par value
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(1) 100,000 shares under the 1997 Plan and 5,000 shares under the warrant.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h), based upon the average of the high and
low prices for such Common Stock on March 23, 2000, as reported on the OTC
Bulletin Board.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information specified in this Part I will be sent
or given to employees as specified by Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
a. Annual Report on Form 10-K of Appliance Recycling Centers of America,
Inc. (the "Company") for the fiscal year ended January 1, 2000, filed with the
Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the
Exchange Act.
b. All other reports filed by the Company with the Securities and
Exchange Commission since January 1, 2000, pursuant to Sections 13 or 15(d) of
the Exchange Act.
c. Description of the Company Common Stock, contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-58938), filed with the
Securities and Exchange Commission.
d. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining to be sold.
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Item 4. Description of Securities.
The common stock, without par value (the "Common Stock"), of the
Company offered pursuant to this registration statement is registered under
Section 12(g) of the Securities Exchange Act of 1934. The description of the
Company Common Stock is incorporated by reference pursuant to Item 3.c. above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 5 of the Company's Bylaws provides that the Company shall
indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Under Minnesota law, a corporation shall, unless
prohibited or limited by its articles of incorporation or bylaws, indemnify its
directors, officers, and employees against judgments, penalties, fines,
settlements, expenses, and disbursements, incurred by such person who was, or is
threatened to be, made a party to a proceeding by reason of the fact that the
person is or was a director, officer, or employee of the corporation if
generally, with respect to the acts or omission of the person complained of in
the proceeding, they had no reasonable cause to believe the conduct was
unlawful; and reasonably believed the conduct was in the best interests of the
corporation or, in certain circumstances, reasonably believed that the conduct
was not opposed to the best interests of the corporation. Minnesota corporate
law also provides that a corporation may purchase and maintain insurance on
behalf of any indemnified party against any liability asserted against such
person, whether or not the corporation would have been required to indemnify the
person against liability under the provisions of Minnesota corporate law. The
Company presently does not maintain an insurance policy covering the liability
of directors and officer.
As permitted by Section 302A.251 of the Minnesota Statutes, Article
6 of the Articles of Incorporation of the Company provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for certain types of breaches of fiduciary duty as a
director.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Mackall, Crounse & Moore as to the legality of
Common Stock of the Company
24.1 Consent of McGladrey & Pullen, LLP
24.2 Consent of Mackall, Crounse & Moore [included in its opinion
filed as Exhibit 5.1].
25.1 Powers of Attorney [included as part of signature page].
28.1 Appliance Recycling Centers of America, Inc. Amended and
Restated 1997 Stock Option Plan (the "1997 Plan")
28.2 Warrant to Purchase 5,000 Shares of Common Stock, dated
March 5, 1999.
Item 9. Undertakings.
(a) Rule 415 Offering.
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; and
(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 registration statement is on Form S-3 or Form S-8, 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.
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(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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13 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.
(h) Statement Required in Connection with Filing of Registration Statement on
Form S-8.
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, 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 Minneapolis, State of Minnesota as of March 27, 2000.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
By /s/ Edward R. Cameron
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Edward R. Cameron
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Edward R. Cameron 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 or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits hereto 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 his substitute or 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 as of the dates indicated.
Signature Title Date
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/s/ Edward R. Cameron Chairman of the Board, President, March 27, 2000
- ----------------------- Chief Executive Officer and Director
Edward R. Cameron (Principal Executive Officer)
/s/ Linda Koenig Controller March 27, 2000
- ----------------------- (Principal Accounting Officer)
Linda Koenig
Director March __, 2000
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George B. Bonniwell
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/s/ Duane S. Carlson Director March 27, 2000
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Duane S. Carlson
/s/ Harry W. Spell Director March 27, 2000
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Harry W. Spell
/s/ Marvin Goldstein Director March 27, 2000
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Marvin Goldstein
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