As filed with the Securities and Exchange Commission on September 6, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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IMTEC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 03-0283466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Imtec Lane
Bellows Falls, Vermont 05101
(Address of principal executive offices)
IMTEC, INC. 1993 STOCK OPTION PLAN
(Full title of the Plan)
RICHARD L. KALICH
President and Chief Executive Officer
Imtec, Inc.
One Imtec Lane
Bellows Falls, Vermont 05101
(802) 463-9502
(Name, address and telephone number, including area code,
of agent for service)
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with a copy to:
IRA I. ROXLAND, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee(1)
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Common Stock, 200,000 shs. $13.75 $2,750,000 $948.28
par value $.01
per share
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* Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(h).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Imtec, Inc. (the
"Registrant") with the Securities and Exchange Commission, are
incorporated herein by reference and made a part hereof:
1. Registrant's Annual Report on Form 10-K, as
amended, for the year ended June 30, 1994;
2. Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1994, December 31,
1994 and March 31, 1995;
3. Registrant's Current Report on Form 8-K dated
August 19, 1994; and
4. Registrant's Registration Statement on Form 8-A
(File No. 0-12661) containing a description of
Registrant's Common Stock, par value $.01 per share
(the "Common Stock").
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration
Statement which indicates that all Common Stock registered hereby
has been sold or which deregisters such Common Stock then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents (such documents, and the documents listed
above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document 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.
Item 4. Description of Securities.
The Common Stock of Registrant is registered under
Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act").
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Article SEVENTH of the Registrant's Certificate of
Incorporation provides, among other things, that:
(a) The Registrant shall, to the full extent
permitted by Section 145 of the Delaware General
Corporation Law, indemnify all persons whom it may
indemnify pursuant thereto;
(b) No director of the Registrant shall be liable
to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of
law, (iii) under 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director
derived an improper personal benefit;
(c) Each person who was or is made a party or is
threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, administrative
or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director or
officer of the Registrant or is or was serving at the
request of the Registrant as a director, officer,
employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or
agent in any other capacity while serving as a director,
officer, employee or agent shall be indemnified and held
harmless by the Registrant to the fullest extent
authorized by the Delaware General Corporation Law, as
the same exists or may hereafter be amended, against all
expense, liability and loss reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors
and administrators; and
(d) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of
its final disposition conferred in Article SEVENTH shall
not be exclusive of any other right which any person may
have or hereafter acquire any statute, provision of the
Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Imtec, Inc. 1993 Stock Option Plan
5 Opinion of Parker Duryee Rosoff & Haft as
to the legality of the Common Stock
registered hereby
23(a) Consent of Parker Duryee Rosoff & Haft
(Reference is made to Exhibit 5 herein)
23(b) Consent of KPMG Peat Marwick LLP
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, 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 (the "Securities Act");
(ii) to reflect in the prospectus any facts or
events arising after the effective date
of this 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 this
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if 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 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 hereby
which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of Registrant's annual report pursuant to Section 13(a) or 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 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
provisions of the Certificate of Incorporation of the Registrant
and the provisions of the Delaware law described under Item 6
above, 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 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, 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 New York, State
of New York, on the 30th day of August, 1995.
IMTEC, INC.
By: /s/Richard L. Kalich
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Richard L. Kalich
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on the dates indicated.
Signature Title Date
President and
Chief (Principal)
/s/Richard L. Kalich Executive Officer August 30, 1995
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Richard L. Kalich
Chairman of the
Board and Vice
/s/James R. Williams President August 30, 1995
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James R. Williams
Secretary and
Treasurer (Principal
Financial Officer
/s/George S. Norfleet III and Controller) August 30, 1995
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George S. Norfleet III
/s/Ralph E. Crump Director August 30, 1995
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Ralph E. Crump
/s/David Sturdevant Director August 30, 1995
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David Sturdevant
/s/Robert W. Ham Director August 30, 1995
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Robert W. Ham