As filed with the Securities and Exchange Commission on
May 30, 1995.
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
KIT Manufacturing Company
(Exact name of registrant as specified in its charter)
___________________
California 95-1525261
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
530 East Wardlow Road, Long Beach, California 90801
(Address of principal executive offices)
KIT MANUFACTURING COMPANY 1994 STOCK OPTION PLAN
(Full title of the plan)
Marlyce A. Faldetta
Corporate Secretary
530 East Wardlow Road, Long Beach, California 90801
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (310) 595-7451
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, 150,000(1) $11.125(2) $1,668,750(2) $575.43(2)
without par shares
value(1)
(1)
This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options
and other rights to purchase the shares of Common Stock
covered by the Prospectus and, pursuant to Rule 416, an
additional indeterminate number of shares which by reason
of certain events specified in the Plan may become
subject to the Plan.
(2)
Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on May 24, 1995, as reported
in the American Stock Exchange, Inc. and published in the
Western Edition of the Wall Street Journal.
The Exhibit Index for this Registration Statement is at
page 9.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Act"). 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 of the Act. These documents,
which include the statement of availability required by Item
2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of KIT Manufacturing Company
(the "Company") filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal
year ended October 31, 1994; and
(b) Quarterly Report on Form 10-Q for the Company's
quarterly period ended January 31, 1995.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment 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 into the prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's capital stock is registered pursuant to
Section 12 of the Exchange Act. The authorized capital stock of the
Company consists of 5,000,000 shares of Common Stock, without par value
(the "Common Stock"), and 1,000,000 shares of Preferred Stock,
$1.00 par value per share (the "Preferred Stock"). There are
currently 1,110,934 shares of Common Stock and no shares of
Preferred Stock outstanding.
COMMON STOCK
Holders of Common Stock are entitled to receive such
dividends as may from time to time be declared by the Board of
Directors of the Company out of funds legally available
therefor. Holders of Common Stock are entitled to one vote
per share on all matters on which the holders of Common Stock
are entitled to vote other than the election of directors, in
which event, every holder entitled to vote may cumulate votes
after complying with certain procedures. Holders of Common
Stock have no preemptive, conversion, redemption or sinking
fund rights. In the event of a liquidation, dissolution or
winding-up of the Company, holders of Common Stock are
entitled to share equally and ratably in the assets of the
Company, if any, remaining after the payment of all debts and
liabilities of the Company and the liquidation preference of
any outstanding Preferred Stock. The outstanding shares of
Common Stock are fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are
subject to any series of Preferred Stock that the Company may
issue in the future.
PREFERRED STOCK
The Board of Directors is authorized to provide for the
issuance of Preferred Stock in one or more series and to fix
or alter the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued
series of shares of Preferred Stock, and to fix the number of
shares to be included in any such series. Any Preferred Stock
so issued may rank senior to the Common Stock with respect to
the payment of dividends or amounts upon liquidation,
dissolution or winding-up, or both. In addition, any such
shares of Preferred Stock may have class or series voting
rights.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock
is First Interstate Bank of California.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation contain no
provisions regarding indemnification for liability of
directors and officers. The General Corporation Law of
California (the "Law"), however, (i) eliminates the liability
of directors for monetary damages in an action brought by a
shareholder in the right of the Company (referred to herein as
a "derivative action") or by the Company for breach of a
director's duties to the Company and its shareholders and
(ii) authorizes the Company to indemnify directors and
officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided,
however, that liability is not limited nor may indemnification
be provided for (a) acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) for
acts or omissions that a director or officer believes to be
contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show
a reckless disregard for the director's or officer's duty to
the Company or its shareholders in circumstances in which such
person was aware, or should have been aware, in the ordinary
course of performing his duties, of a risk of serious injury
to the Company or its shareholders, (e) for acts or omissions
that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's or officer's duty
to the Company or its shareholders, and (f) for liabilities
arising under Section 310 (contracts in which a director has
material financial interest) and 316 (certain unlawful
dividends, distributions, loans and guarantees) of the Law.
In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is
expressly prohibited by Section 317 of the Law.
The Bylaws of the Company provide for indemnification
for liability of directors and officers under certain
circumstances. The Company has entered into indemnification
agreements with its directors and selected officers which
require that the Company indemnify such directors and officers
in all cases to the fullest extent permitted by applicable
provisions of the Law. The Company also maintains a
directors' and officers' liability insurance policy insuring
directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See 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 (the "Securities Act");
(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 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, as amended (the
"Exchange Act") that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any
liability under the Act, 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; and
(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 Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
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) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the provisions described in Item 6 above, 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 Securities 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 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 May 22, 1995.
By: /s/ Dan Pocapalia
Dan Pocapalia
Its: Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Dan Pocapalia and Dale J. Gonzalez,
his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and
resubstitution, for him and in his 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
attorneys-in-fact and agents, each acting alone, 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 he might
or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone,
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 below
by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ Dan Pocapalia Chairman of the Board, May 22, 1995
Dan Pocapalia President and Chief Executive
Officer (Principal Executive
Officer)
/s/ Frank S. Chan Director* May 22, 1995
Frank S. Chan
___________________ Director ______, 1995
Fred W. Chel
/s/ John W.H. Hinrichs Director* May 22, 1995
John W.H. Hinrichs
/s/ John F. Zaccaro Director* May 22, 1995
John F. Zaccaro
/s/ Dale J. Gonzalez Senior Vice President and May 22, 1995
Dale J. Gonzalez Treasurer (Principal Financial
Officer)
/s/ Bruce Skinner Controller (Principal May 22, 1995
Bruce Skinner Accounting Officer)
_________________________________
*Member of Compensation Committee
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4.1 KIT Manufacturing Company 1994 Stock
Option Plan.
4.2 Form of Employee Nonqualified Stock Option
Agreement.
4.3 Form of Employee Incentive Stock Option
Agreement.
4.4 Form of Special Employee Incentive Stock
Option Agreement.
5. Opinion of O'Melveny & Myers (opinion re
legality).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of O'Melveny & Myers (included in
Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").