As filed with the Securities and Exchange Commission on August 8,
1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
HITOX CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in its Charter)
Delaware 74-2081929
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Furman Plaza Building
418 Peoples Street
P. O. Box 2544
Corpus Christi, Texas
78403-2544
(Address of Principal Executive Offices)
(Zip Code)
___________________________________
1990 INCENTIVE PLAN
FOR
HITOX CORPORATION OF AMERICA
___________________________________
(Full Title of the Plan)
___________________________________
Mr. Thomas A. Landshof, President Copies of Communications:
Hitox Corporation of America L. Steven Leshin, Esq.
Furman Plaza Building Jenkens & Gilchrist,
418 Peoples Street a Professional Corporation
P. O. Box 2544 Suite 3200
Corpus Christi, Texas 78403-2544 Dallas, Texas 75202-2799
(512) 882-5175
(Name, Address and Telephone
Number, including area code
of Agent for Service)
_________________________________
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate Amount of
registered registered share(2)(3) offering price (2)(3) registration fee
Common Stock,
par value
$.25
per share 450,000 $4.25 $1,643,225 $567
(1) Pursuant to Rule 416, an indeterminate number of
additional shares of Common Stock of the Company issuable
pursuant to the exercise of options and/or awards granted or to
be granted under the plan in order to prevent dilution resulting
from any future stock split, stock dividend or similar
transaction are also being registered hereunder.
(2) Estimated solely for the purpose of calculating the
registration fee.
(3) Calculated pursuant to Rule 457(c) and (h).
Accordingly, the price per share of common stock offered
hereunder pursuant to the Plan is based on (i) 95,800 shares of
common stock reserved for issuance under the Plan, but not
subject to outstanding stock options, at a price per share of
$4.25, which is the average of the highest and lowest price per
share of the Common Stock on the National Association of
Securities Dealers, Inc. Automated Quotation System Small-Cap
Market on August 2, 1995, and (ii) the following shares of common
stock reserved for issuance under the Plan and subject to options
already granted thereunder at the following exercise prices:
Number of Shares
of Common Stock Exercise Price
Reserved for Issuance Per Share
150,000 $2.625
204,200 $4.125
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Hitox Corporation of America (the "Corporation") hereby
incorporates by reference its registration statement on Form S-8
previously filed with the Securities and Exchange Commission
(Registration No. 33-39755), which related to the 1990 Incentive
Plan for Hitox Corporation of America.
*Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration Statement
in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
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 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 Corpus Christi, Texas, on August 8,
1995:
HITOX CORPORATION OF AMERICA
By: /s/ Thomas A. Landshof
Thomas A. Landshof
President and Chief Executive Officer
Exhibit
No. Description of Exhibit
4.1 Certificate of Incorporation of the Corporation, as
amended [1]
4.2 Bylaws of the Corporation, as amended [1]
4.3 Amendment to the Bylaws of the Corporation [1]
4.4 1990 Incentive Plan for Hitox Corporation of America
[2]
4.5 Form of Common Stock Certificate [1]
4.6 Form of Convertible Subordinated Debenture of the
Corporation dated June 15, 1992, and related purchase
agreements [3]
4.7 Form of First Amendment to the Note Purchase Agreement
covering the Convertible Subordinated Debenture of the
Company, dated September 30, 1994 [4]
4.8 Form of Second Amendment to the Note Purchase Agreement
covering the Convertible Subordinated Debenture of the
Company, dated February 28, 1995[5].
4.9 Form of Incentive Stock Option Agreement
4.10 Form of Nonqualified Stock Option Agreement
5.1 Opinion of Jenkens & Gilchrist, P.C.
24.1 Consent of Jenkens & Gilchrist, P.C. (included in their
opinion filed as Exhibit 5.1)
24.2 Consent of Deloitte & Touche
25.1 Power of Attorney (see signature page of this
Registration Statement)
[1] Included as an exhibit in the Corporation's Registration
Statement on Form S-1, Registration No. 33-25354, and
incorporated herein by reference.
[2] Included as an Exhibit in the Corporation's Registration
Statement on Form S-8, Registration No. 33-39755, and
incorporated herein by reference.
[3] Included as an Exhibit in the Corporation's filing on Form
8-K dated June 15, 1992, and incorporated herein by
reference.
[4] Included as an Exhibit in the Corporation's filing on Form
10-KSB for the fiscal year ended December 31, 1994 and
incorporated herein by reference.
[5] Included as an Exhibit in the Corporation's filing on Form
10-QSB for the quarter ended March 31, 1995.