AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 2000.
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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JORE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MONTANA 81-0465233
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
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45000 HIGHWAY 93 SOUTH
RONAN, MONTANA 59864
(406) 676-4900
(Address and Telephone Number of Registrant's Principal Executive Offices)
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AMENDED AND RESTATED JORE CORPORATION 1997 STOCK PLAN
(Full Title of the Plans)
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DAVID H. BJORNSON, ESQ.
45000 HIGHWAY 93 SOUTH
RONAN, MONTANA 59864
(406) 676-4900
(Name, Address and Telephone Number of Agent for Service)
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COPIES TO:
WILLIAM E. VAN VALKENBERG, ESQ.
VAN VALKENBERG FURBER LAW GROUP P.L.L.C.
1325 FOURTH AVENUE, SUITE 1200
SEATTLE, WASHINGTON 98101-2509
TELEPHONE: (206) 464-0460
FACSIMILE: (206) 464-2857
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
REGISTERED
Common Stock, without par value 1,100,000 $7.8125 $8,593,750 $2,268.75
(1) Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to the Plan as the result of any future stock split, stock dividend
or similar adjustment of the Registrant's outstanding Common Stock.
(2) Estimated solely for purposes of calculating the registration
fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended. The price per share and aggregate offering price are based upon an
estimated price per share of $7.8125 based on the average of the high
($8.6250) and low ($7.0000) sales prices for the Registrant's Common Stock on
December 28, 1999, as reported by the Nasdaq National Market.
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EXPLANATORY NOTE
The contents of the Registration Statement on Form S-8 filed by Jore
Corporation (the "Company") under Registration Number 333-88873 with respect
to the securities offered pursuant to the Amended and Restated Jore
Corporation 1997 Stock Plan (the "Plan") are incorporated herein by reference.
This Registration Statement covers 1,100,000 shares of the common
stock of Jore Corporation authorized to be issued under the Amended and
Restated Jore Corporation 1997 Stock Plan pursuant to an amendment to such
Plan. The Company previously registered 1,300,000 shares of common stock
issuable under such Plan on its Registration Statement on Form S-8 (File No.
333-88873) as filed with the Securities and Exchange Commission on October
13, 1999. Pursuant to Rule 429, the Prospectus relating to the shares
registered pursuant to this Registration Statement also relates to the
1,300,000 shares of the Company's common stock registered pursuant to
Registration Statement No. 333-88873.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are hereby incorporated by reference into this
Registration Statement.
(a) The Company's Quarterly Report on Form 10-Q dated November 15,
1999.
All documents subsequently filed by the Company with the Securities
and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities covered by this
Registration Statement have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part of this Registration Statement
from the respective dates of the filing of such documents with the Securities
and Exchange Commission until the information contained therein is superseded
or updated by any subsequently-filed document that is or is deemed to be
incorporated by reference in this Registration Statement.
ITEM 8. EXHIBITS.
The following is a complete list of Exhibits filed as part of this
Registration Statement and which are incorporated herein:
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Van Valkenberg Furber Law Group P.L.L.C.
as to legality of shares to be issued.
23.1 Consent of Van Valkenberg Furber Law Group P.L.L.C.
(Included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche L.L.P., independent
certified public accountants for the Company.
24.1 Power of Attorney (Included in the signature page to
this Registration Statement).
99.1 Amendment dated October 25, 1999 to the Amended and
Restated Jore Corporation 1997 Stock Plan.
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 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 Ronan, State of
Montana, on the 3rd day of January, 2000.
JORE CORPORATION
By: /s/ Matthew B. Jore
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Matthew B. Jore
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated below on the 3rd day of January, 2000.
SIGNATURE TITLE
/s/ Matthew B. Jore Chairman, President and Chief Executive Officer
------------------- (Principal Executive Officer)
Matthew B. Jore
/s/ David H. Bjornson Chief Financial Officer and Director
--------------------- (Principal Financial and Accounting Officer)
David H. Bjornson
* Executive Vice President and Director
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Michael W. Jore
* Director
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Thomas E. Mahoney
* Director
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R. Bruce Romfo
* Director
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William M. Steele
* Director
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James P. Mathias
* Director
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A. Blaine Huntsman
*By: /s/ David H. Bjornson
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David H. Bjornson
ATTORNEY-IN-FACT
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Van Valkenberg Furber Law Group P.L.L.C.
as to legality of shares to be issued.
23.1 Consent of Van Valkenberg Furber Law Group P.L.L.C.
(Included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche L.L.P., independent
certified public accountants for the Company.
24.1 Power of Attorney.
99.1 Amendment dated October 25, 1999 to the Amended and
Restated Jore Corporation 1997 Stock Plan.