As filed with the Securities and Exchange Commission on May 5, 2000 -
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLARION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Michigan 91-1407411
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6719 Pine Ridge Court, Jenison, Michigan 49428
(Address of Principal Executive Offices Including Zip Code)
Clarion Technologies, Inc. 1998 Stock Option Plan
Clarion Technologies, Inc. 1999 Stock Option Plan
(Full Title of the Plans)
David W. Selvius, 6719 Pine Ridge Court, Jenison, Michigan 49428
(Name and address of agent for service)
(616) 669-6800
(Telephone number, including area code, of agent for service)
Copies of Communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett LLP
Bridgewater Place, P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
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CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price(2) Fee
- ---------------------------------------------------------------------------------------------------------------------
Common Stock
($.001 value) 1,750,000 $4.532 $7,931,000 $2,094
======================================================================================================================
(1) Includes (a) 750,000 shares that may be issued pursuant to the Clarion
Technologies, Inc. 1998 Stock Option Plan, and (b) 1,000,000 shares that
may be issued pursuant to the Clarion Technologies, Inc. 1999 Stock Option
Plan.
(2) For the purpose of computing the registration fee only, the price shown is
based upon the price of $4.532 per share, the average of the high and low
sale prices for the Common Stock of the Registrant in the NASDAQ Small Cap
Market on May 2, 2000, in accordance with Rule 457(h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1999, which has been filed by the Registrant with the Commission (File No.
0-24690), are incorporated herein by reference. All other reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since the end of the fiscal year covered
by the foregoing Annual Report on Form 10-KSB are incorporated herein by
reference. All other reports or documents filed by the Registrant pursuant to
the requirements of Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
subsequent to the date hereof and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports or
documents. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The description of the Registrant's Common Stock, the class of securities
offered pursuant to this Registration Statement, is contained in the
Registrant's Registration Statement filed pursuant to Section 12 of the Exchange
Act, and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating that description.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Certificate of
Incorporation, as amended, of the Registrant provides that to the fullest extent
permitted by applicable law, a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting Delaware corporations organized thereunder to
indemnify directors, officers, employees or agents against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation provided that (i) such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests and (ii) in the case of a
criminal proceeding such person had no reasonable cause to believe
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his or her conduct was unlawful. In the case of actions or suits by or in the
right of the corporation, no indemnification shall be made in a case in which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses.
Indemnification as described above shall be granted in a specific case only upon
a determination that indemnification is proper in the circumstances because such
person has met the applicable standard of conduct. Such determination shall be
made (a) by a majority vote of the directors who are not a parties to such
action, suit or proceeding, even though less than a quorum, (b) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, (c) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or (d) by the
stockholders of the corporation. The By-Laws o the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index which appears on page S-6.
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,
represents 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 (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 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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Securities Exchange Act of 1934, and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 by the Act and will be governed by the final adjudication of
such issue.
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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 Jenison, State of Michigan, on the 3rd day of May,
2000.
CLARION TECHNOLOGIES, INC.
By /s/ William Beckman
William Beckman, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William Beckman and David W. Selvius, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his or her 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 and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, 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 on May 3, 2000, by the following
persons in the capacities indicated.
/s/ William Beckman /s/ David W. Selvius
William Beckman, President David W. Selvius, Chief Financial Officer
(Principal Executive Officer) (Principal Financial and Accounting Officer)
/s/ Jack D. Rutherford /s/ Harrington Bischof
Jack D. Rutherford, Director Harrington Bischof, Director
/s/ Bryan C. Cressey /s/ Terence M. Graunke
Bryan C. Cressey, Director Terence M. Graunke, Director
/s/ Fred Sotok /s/ Frank T. Steck
Fred Sotok, Director Frank T. Steck, Director
/s/ Craig Wierda /s/ Troy D. Wiseman
Craig Wierda, Director Troy D. Wiseman, Director
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As Independent Public Accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 15, 2000,
included in Clarion Technologies, Inc.'s Form 10-KSB for the year ended December
31, 1999, and to all references to our Firm included in this Registration
Statement.
/s/ Perrin, Fordree & Company, P.C.
Perrin, Fordree & Company, P.C.
May 1, 2000
Troy, Michigan
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4.1 Clarion Technologies, Inc. 1998 Stock Option Plan, incorporated
by reference to Exhibit 10-1 to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1998
Exhibit 4.2 Clarion Technologies, Inc. 1999 Stock Option Plan, incorporated
by reference to Exhibit 10(c) to the Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 1999
Exhibit 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP with respect
to the legality of the securities being registered
Exhibit 23.1 Consent of Perrin, Fordee & Company, P.C.- included on page S-6
hereof
Exhibit 23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP (included
with the opinion filed as Exhibit 5)
Exhibit 24 Power of Attorney - included on page S-5 hereof
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EXHIBIT 5
May 3, 2000
Clarion Technologies, Inc.
6719 Pine Ridge Court
Jenison, Michigan 49428
Re: Registration Statement on Form S-8 Relating to the Clarion
Technologies, Inc.
1999 Stock Option Plan and the Clarion Technologies, Inc.
1998 Stock Option Plan (collectively the "Plans")
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Clarion Technologies, Inc., a Delaware corporation (the
"Company") with the Securities and Exchange Commission, for the purpose of
registering under the Securities Act of 1933, as amended, 1,750,000 shares of
the Company's common stock, par value $.001 per share, for issuance pursuant to
the Plans, we have examined such documents and questions of law we consider
necessary or appropriate for the purpose o giving this opinion. On the basis of
such evaluation, we advise you that in our opinion the 1,750,000 shares covered
by the Registration Statement, upon the exercise of stock options, at the prices
described in the Registration Statement but not less than the par value thereof,
and upon delivery of such shares and payment therefor in accordance with the
terms stated in the Plans and the Registration Statement, will be duly and
legally authorized, issued and outstanding, and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP