As filed with the Securities and Exchange Commission on February 28, 2000
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
-----------------------------
BONTEX, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0571303
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Bontex Drive
Buena Vista, Virginia 24416
(540) 261-2181
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-----------------------------
BONTEX, INC.
KEY EMPLOYEE STOCK OPTION PLAN
(full title of the Plan)
-----------------------------
JAMES C. KOSTELNI
President and Chief Executive Officer
BONTEX, INC.
One Bontex Drive
Buena Vista, Virginia 24416
(540) 261-2181
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-----------------------------
Copy to:
NICHOLAS C. CONTE, ESQ.
NICOLE C. DANIEL, ESQ.
WOODS, ROGERS & HAZLEGROVE, P.L.C.
First Union Tower, Suite 1400
10 South Jefferson Street
Roanoke, Virginia 24011
(540) 983-7537
================================================================================================
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------
Amount to be Proposed Proposed
Registered (1) Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
to be Registered per Share (2) Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value 60,000 shares $2.407 $144,420 $38.13
================================================================================================
(1) Subject to being increased pursuant to antidilution provisions of the
Employees' Stock Option Plan to reflect automatically, when applicable,
any subsequent stock split, stock dividend or similar event.
(2) Estimated solely for the purpose of calculating registration fee. Based
on the average of the high and low prices of Company common stock
reported on the Nasdaq Stock Market on February 23, 2000.
================================================================================================
2
EXPLANATORY NOTE
This Registration Statement relates to 60,000 shares of Bontex, Inc.
Common Stock, $.10 par value, to be offered and sold pursuant to the Bontex,
Inc. Key Employee Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference in this registration
statement:
(a) Our Annual Report on Form 10-K for the fiscal year ended June 30,
1999.
(b) Our Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, and December 31, 1999.
(c) The description of our $.10 par value common stock contained in
our Registration Statement on Form 10 dated December 19, 1972
(Georgia Bonded Fibers), including any amendments filed for the
purpose of updating such description.
(d) The description of our preferred stock purchase rights contained
in our registration statement on Form 8-A filed with the
Securities and Exchange Commission on January 12, 1998 under
Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
offered hereby then unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES.
Not applicable.
3
ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE
COMPANY.
Section 13.1-692.1 of the Code of Virginia, 1950, as amended, places a
limitation on the liability of officers and directors of a corporation in any
proceeding brought by or in the right of the corporation or brought by or on
behalf of shareholders of the corporation. The damages assessed against an
officer or director arising out of a single transaction, occurrence, or course
of conduct shall not exceed the greater of $100,000 or the amount of cash
compensation received by the officer or director from the corporation during the
12 months immediately preceding the act or omission for which liability was
imposed. The statute also authorizes the corporation, in its articles of
incorporation or, if approved by the shareholders, in its bylaws, to provide for
a different specific monetary limit on, or to eliminate entirely, liability. The
liability of an officer or director shall not be limited if the officer or
director engaged in willful misconduct or a knowing violation of the criminal
law or any federal or state securities law. The Company's Articles of
Incorporation contain a provision which eliminates, to the full extent that the
laws of the Commonwealth of Virginia permit, the liability of an officer or
director of the Company to the corporation or its shareholders for monetary
damages for any breach of duty as a director or officer.
The Company's Articles of Incorporation also require the Company to
indemnify any director or officer who is or was a party to a proceeding,
including a proceeding by or in the right of the corporation, by reason of the
fact that he is or was such a director or officer or is or was serving at the
request of the Company as a director, officer, employee or agent of another
entity. Directors and officers of the Company are entitled to be indemnified
against all liabilities and expenses incurred by the director or officer in the
proceeding, except such liabilities and expenses as are incurred because of his
or her willful misconduct or knowing violation of the criminal law. Unless a
determination has been made that indemnification is not permissible, a director
or officer also is entitled to have the Company make advances and reimbursement
for expenses prior to final disposition of the proceeding upon receipt of a
written undertaking from the director or officer to repay the amounts advanced
or reimbursed if it is ultimately determined that he or she is not entitled to
indemnification. The Board of Directors of the Company also has the authority to
extend to employees, agents, and other persons serving at the request of the
Company the same indemnification rights held by directors and officers, subject
to all of the accompanying conditions and obligations.
Virginia Code Section 13.1-700.1 permits a court, upon application of a
director or officer, to review the Company's determination as to a director's or
officer's request for advances,
4
reimbursement or indemnification. If it determines that the director or officer
is entitled to such advances, reimbursement or indemnification, the court may
order the Company to make advances and/or reimbursement for expenses or to
provide indemnification, in which case the court shall also order the Company to
pay the officer's or director's reasonable expenses incurred to obtain the
order. With respect to a proceeding by or in the right of the corporation, the
court may order indemnification to the extent of the officer's or director's
reasonable expenses if it determines that, considering all the relevant
circumstances, the officer or director is entitled to indemnification even
though he or she was adjudged liable, and may also order the Company to pay the
officer's and director's reasonable expenses incurred to obtain the order.
The Company has the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity, against any liability asserted
against or incurred by such person, in any such capacity or arising from his or
her status as such, whether or not the Company would have the power to indemnify
such person against such liability under the Articles of Incorporation.
The Company maintains a directors' and officers' legal liability
insurance policy in the amount of $5,000,000, issued by Federal Insurance
Company. The policy provides coverage up to 100% of its face amount, subject to
certain deductible or retention amounts. In general, the policy insures:
o the Company's directors and officers against losses by reason of
their wrongful acts, and/or
o the Company against claims against the directors and officers by
reasons of their wrongful acts for which the Company is required
to indemnify or pay, all as such terms are defined in the policy
and subject to the terms, conditions and exclusions contained
therein.
ITEM 7: EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8: EXHIBITS.
The exhibits to the Registration Statement are listed in the
Exhibit Index elsewhere herein.
5
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; (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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; (iii) to include
any material information with respect to the plan
of distribution not previously disclosed in the
Registration Statement or 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, Form S-8 or Form F-3, and
the information required to be included in the
post-effective amendment to those paragraphs is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) that, for the purpose of determining any liability
under the Securities 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.
(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.
6
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement
shall be deemed to be a new Registrant 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
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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 persons of the Registrant in the successful
defense of any action, suit or proceedings) 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 to 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.
EXHIBITS
Exhibit No. Description
4(a) Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated herein by reference to
Exhibit No. (iii) of Form 10-Q for the fiscal quarter
ended December 31, 1996)
4(b) Amended and Restated Bylaws of Bontex, Inc. (incorporated
herein by reference to Exhibit No. 3(i) of Form 10-Q for
quarter ended March 31, 1998)
4(c) Key Employee Stock Option Plan of Bontex, Inc.
7
5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. with respect
to legality of securities registered
23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in
Exhibit (5))
23(b) Consent of KPMG LLP
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 Buena Vista, Commonwealth of Virginia, on February
28, 2000.
BONTEX, INC.
By:s/James C. Kostelni
James C. Kostelni
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of February 28, 2000.
Signature Date:
s/James C. Kostelni February 28, 2000
- ---------------------- -----------------
James C. Kostelni
Chairman of the Board, President and
Chief Executive Officer
Director
s/Jeffrey C. Kostelni February 28, 2000
- ---------------------- -----------------
Jeffrey C. Kostelni
Treasurer and
Chief Financial Officer
Director
8
s/Charles W. J. Kostelni February 28, 2000
- ------------------------ -----------------
Charles W. J. Kostelni
Corporate Controller and
Corporate Secretary
s/Larry E. Morris February 28, 2000
- ---------------------- -----------------
Larry E. Morris
Technical Sales Director
s/Patricia S. Tischio February 28, 2000
- ---------------------- -----------------
Patricia S. Tischio
Director
s/William J. Binnie February 28, 2000
- ---------------------- -----------------
William J. Binnie
Director
s/William B. D'Surney February 28, 2000
- ---------------------- -----------------
William B. D'Surney
Director
s/Frank B. Mayorshi February 28, 2000
- ---------------------- -----------------
Frank B. Mayorshi
Director
s/Joseph F. Raffetto February 28, 2000
- ---------------------- -----------------
Joseph F. Raffetto
Director
s/Robert J. Weeks February 28, 2000
- ---------------------- -----------------
Robert J. Weeks
Director
9
EXHIBIT INDEX
Exhibit No. Description
4(a) Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated herein by reference to
Exhibit No. (iii) of Form 10-Q for the fiscal quarter
ended December 31, 1996)
4(b) Amended and Restated Bylaws of Bontex, Inc. (incorporated
herein by reference to Exhibit No. 3(i) of Form 10-Q for
quarter ended March 31, 1998)
4(c) Key Employee Stock Option Plan of Bontex, Inc.
5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. with respect
to legality of securities registered
23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in
Exhibit (5))
23(b) Consent of KPMG LLP
10