AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 2000.
REGISTRATION NO. 333-_____
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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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JORE CORPORATION 1999 EMPLOYEE STOCK PURCHASE 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
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
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Common Stock, without par value 1,000,000 $7.8125 $7,812,500.00 $2,062.50
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(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
Jore Corporation ("Jore" or the "Company") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under
the Securities Act of 1933, as amended (the "1933 Act"), to register shares
of its Common Stock. The information required by Part I with respect to Jore
Corporation 1999 Employee Stock Purchase Plan is included in documents sent
or given to participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Jore Corporation, a Montana corporation
(the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's Registration Statement on Form S-1 (No. 333-78357)
and the prospectus filed with the Commission pursuant to Rule 424(b) under
the Securities Act, that contain audited financial statements for the
Company's latest fiscal year for which such statements have been filed; and
(b) A description of the Company's Common Stock, which is contained in
the Form 8-A Registration Statement (No. 000-26889) filed by the Company with
the Commission on July 30, 1999; and
(c) The Company's Quarterly Report on Form 10-Q dated November 15, 1999.
In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
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, shall be deemed to be incorporated by reference herein and
to be a part of this Registration Statement from the date of the filing of
such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Montana Business Corporation Act provides that a director or officer
of a corporation (i) shall, unless limited by the Articles of Incorporation,
be indemnified by the corporation for expenses in defense of any action or
proceeding if the director or officer is sued by reason of his service to the
corporation, to the extent that such person has been successful in defense of
such action or proceeding and (ii) may be indemnified by the corporation for
expenses, judgments, fines, penalties and amounts paid in settlement of a
proceeding, even if he is not successful on the merits, if he acted in good
faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation (and in a criminal proceeding, if he did not
have reasonable cause to believe his conduct was unlawful), provided that no
indemnification is permitted without court approval if the director or
officer was adjudged liable to the corporation. The Registrant's Articles of
Incorporation do not limit the Registrant's obligation to indemnify its
directors and officers.
The Registrant's Articles of Incorporation limit the liability of its
directors as permitted by the Montana Business Corporation Act. Specifically,
directors of the Registrant will not be personally liable for monetary
damages for any action taken or any failure to take any action as a director,
except for (i) the amount of financial benefit received by a director to
which a director is not entitled, (ii) an intentional infliction of harm on
the corporation or its shareholders, (iii) an unlawful distribution to
shareholders or (iv) an intentional violation of criminal law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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
-------------------- ----------------------------------------------------------------------------------------
4.1 Amended and Restated Articles of Incorporation (Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (No. 333-78357) and incorporated herein by
reference)
4.2 Bylaws (Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No.
333-78357) and incorporated herein by reference)
4.3 Form of Common Stock Certificate (Filed as Exhibit 4.3 to the Company's Registration
Statement on Form S-1 (No. 333-78357) and incorporated herein by reference)
4.4 Jore Corporation 1999 Employee Stock Purchase Plan
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
ITEM 9. UNDERTAKINGS
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being made,
a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) 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 together, represent
a fundamental change in the information 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; and
(iii) 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 (1)(i) and (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 with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the 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 of the securities offered herein, 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 Securities 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 this Registration Statement shall be deemed to
be a new registration statement relating to the securities being offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
C. 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
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, 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
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4.1 Amended and Restated Articles of Incorporation (Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (No. 333-78357) and incorporated herein by
reference)
4.2 Bylaws (Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No.
333-78357) and incorporated herein by reference)
4.3 Form of Common Stock Certificate (Filed as Exhibit 4.3 to the Company's Registration
Statement on Form S-1 (No. 333-78357) and incorporated herein by reference)
4.4 Jore Corporation 1999 Employee Stock Purchase Plan
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