As filed with the Securities and Exchange Commission
on June 20, 1997
Registration No. 333-27475
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
Post-Effective Amendment No. 1
to the
Form S-8
Registration Statement
Under
The Securities Act of 1933
Control Devices, Inc.
(Exact name of Registrant as specified in its charter)
Indiana 01-0490335
(State of Incorporation) (IRS Employer
Identification No.)
228 Northeast Road
Standish, Maine 04084
(Address of Principal (Zip Code)
Executive Offices)
Control Devices, Inc.
Employee Stock Purchase Plan
(Full title of the plan)
Jeffrey G. Wood
228 Northeast Road
Standish, Maine 04084
(Name and address of agent for service)
(217) 642-0300
(Telephone number, including area code, of agent for service)
Copies to:
Philip L. McCool, Esq.
Sommer & Barnard, PC
4000 Bank One Tower
Indianapolis, Indiana 46204
(317) 630-4000
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Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below, and all documents filed by
Registrant pursuant to Sections 13(a), 13(c) 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, filed with the Commission on
March 14, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed with the Commission
on May 8, 1997; and
(c) The information contained in "Description of Capital
Shares" in the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-09379) filed with the Securities
and Exchange Commission on August 1, 1996 is hereby
incorporated by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the issuance of the Common Shares registered
hereby will be passed upon for the Registrant by Sommer &
Barnard, PC, Indianapolis, Indiana, counsel for the Registrant.
Item 6. Indemnification of Directors and Officers.
Chapter 37 of the Indiana Business Corporation law, as amended
grants to each Indiana corporation broad powers to indemnify
directors, officers, employees or agents against expenses incurred
in certain proceedings if the conduct in question was found to be
in good faith and was reasonably believed to be in the
corporation's best interest. This statute provides, however, that
this indemnification should not be deemed exclusive of any other
indemnification rights provided by the articles of incorporation,
by-laws, resolution or other authorization adopted by a majority
vote of the voting shares then issued and outstanding. Section
7.02 of the Second Amended and Restated Code of By-Laws of the
Registrant read as follows:
Clause 7.021. Definitions. Terms defined in Chapter 37 of
the Indiana Business Corporation Law (IND. CODE Section 23-1-37, et
seq.) which are used in this Article 7 shall have the same
definitions for purposes of this Article 7 as they have in such
chapter of the Indiana Business Corporation Law.
Clause 7.022. Indemnification of Directors and Officers. The
Corporation shall indemnify any individual who is or was a director
or officer of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, partner or trustee of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise whether
or not for profit, against liability and expenses, including
attorneys fees, incurred by him in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, and
whether formal or informal, in which he is made or threatened to be
made a party by reason of being or having been in any such
capacity, or arising out of his status as such, except (i) in the
case of any action, suit, or proceeding terminated by judgment,
order, or conviction, in relation to matters as to which he is
adjudged to have breached or failed to perform the duties of his
office and the breach or failure to perform constituted willful
misconduct or recklessness; and (ii) in any other situation, in
relation to matters as to which it is found by a majority of a
committee composed of all directors not involved in the matter in
controversy (whether or not a quorum) that the person breached or
failed to perform the duties of his office and the breach or
failure to perform constituted willful misconduct or recklessness.
The Corporation may pay for or reimburse reasonable expenses
incurred by a director or officer in defending any action, suit, or
proceeding in advance of the final disposition thereof upon receipt
of (i) a written affirmation of the director's or officer's good
faith belief that such director or officer has met the standard of
conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by the Corporation if
it is ultimately determined that the director or officer is not
entitled to indemnification by the Corporation.
Clause 7.023. Other Employees or Agents of the Corporation.
The Corporation may, in the discretion of the Board of Directors,
fully or partially provide the same rights of indemnification and
reimbursement as hereinabove provided for directors and officers of
the Corporation to other individuals who are or were employees or
agents of the Corporation or who are or were serving at the request
of the Corporation as or is or was serving at the request of the
Corporation as employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise whether or not for profit.
Clause 7.024. Nonexclusive Provision. The indemnification
authorized under Section 7.02 above is in addition to all rights to
indemnification granted by Chapter 37 of the Indiana Business
Corporation Law (IND. CODE Section 23-1-37, et seq.) and in no way
limits the indemnification provisions of such Chapter.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
-------- --------------
4 Control Devices, Inc. Employee Stock Purchase
Plan
5 Opinion re: Legality
23.1* Consent of Independent Accountants
23.2 Consent of Sommer & Barnard (included in
Exhibit 5)
24* Power of Attorney (included at page II-5)
______________
*Previously filed
Item 9. Undertakings.
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;
(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.
SIGNATURES
The Registrant. 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 requirement
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 Standish, State of Maine, on the
20th day of June, 1997.
Control Devices, Inc.
By: /s/ Jeffrey G. Wood
-------------------------
Jeffrey G. Wood
Chief Executive Officer
The Plan. Pursuant to the requirements of the Securities Act,
the Plan Administrator has duly caused this Registration Statement
to be signed on its behalf by the Undersigned, thereunto duly
authorized, in the city of Standish, State of Maine, on the 20th
day of June, 1997.
Control Devices, Inc.
By: /s/ Jeffrey G. Wood
-------------------------
Jeffrey G. Wood
Plan Administrator
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
----------- ---------- ---------
/s/ Jeffrey G. Wood Chief Financial Officer 6/20/97
- ------------------------- Principal Financial Officer
Jeffrey G. Wood and Principal Accounting
Officer
/s/ Bruce D. Atkinson* Chief Executive Officer 6/20/97
- ------------------------- and Director
Bruce D. Atkinson Principal Executive Officer
/s/ Ralph R. Whitney, Jr.* Director and 6/20/97
- ------------------------- Chairman of the Board
Ralph R. Whitney, Jr.
/s/ Charles M. Brennan, III* Director 6/20/97
- -------------------------
Charles M. Brennan, III
/s/ John D. Cooke Director 6/20/97
- -------------------------
John D. Cooke
/s/ James O. Futterknecht, Jr.* Director 6/20/97
- -------------------------
James O. Futterknecht, Jr.
/s/ Alan I. Mossberg Director 6/20/97
- -------------------------
Alan I. Mossberg
/s/ John M. Ramey* Director 6/20/97
- -------------------------
John M. Ramey
/s/ Glenn Scolnik* Director 6/20/97
- -------------------------
Glenn Scolnik
* By: /s/ Jeffrey G. Wood
___________________________________
Jeffrey G. Wood as Attorney-in-Fact
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
FORM S-8 OF CONTROL DEVICES, INC.
Sequentially
Exhibit Numbered
No. Description Page
------ ------------- ------------
4 Control Devices, Inc. Employee Stock
Purchase Plan
5 Opinion re: Legality
23.2 Consent of Sommer & Barnard
(included in Exhibit 5)