As filed with the Securities and Exchange Commission on June 5, 1997
Registration No. 333-_____________
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.
1997 STOCK OPTION PLAN
(Full title of the plan)
KENT S. MCCOY Copy to:
VICE PRESIDENT, FINANCE 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 PER SHARE (1) PRICE (1) FEE
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Common Stock, 100,000 shares $2.50 $250,000 $75.76
no par value
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based upon the quotations for such Common
Stock on June 3, 1997, as reported on the Nasdaq Stock Market.
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 and Forms 10-K/A of Appliance Recycling
Centers of America, Inc. (the "Company") for the fiscal year ended December 28,
1996, 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 December 28, 1996, 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.
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.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION PAGE
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5.1 Opinion of Mackall, Crounse & Moore as to the
legality of Common Stock of the Company .................... 7
24.1 Consent of McGladrey & Pullen, LLP ......................... 9
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.
1997 Stock Option Plan (the "1997 Plan") ................... 10
28.2 Amendment to 1997 Plan, dated May 20, 1997 ................. 16
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.
(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.
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 June 4, 1997.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
By /s/ Edward R. Cameron
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 and Kent S. McCoy, or either of them, 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 attorneys-in-fact and agents, and
each of them, 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 attorneys-in-fact and agents, or either
of them, or their 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, June 4, 1997
Edward R. Cameron Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Kent S. McCoy Vice President, Finance June 4, 1997
Kent S. McCoy (Principal Accounting Officer)
/s/ George B. Bonniwell Director June 4, 1997
George B. Bonniwell
/s/ Duane S. Carlson Director June 4, 1997
Duane S. Carlson
/s/ Harry W. Spell Director June 4, 1997
Harry W. Spell