Registration No. 33-_________
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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Robinson Nugent, Inc.
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(Exact name of registrant as specified in its charter)
Indiana 35-0957603
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 East Eighth Street
Post Office Box 1208
New Albany, Indiana 47151-1208
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(Address of Principal Executive Offices)
Robinson Nugent, Inc.
Profit-Sharing/401(k) Plan
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(Full title of the plan)
Robert L. Knabel
Vice President, Treasurer and
Chief Financial Officer
Robinson Nugent, Inc.
800 East Eighth Street
Post Office Box 1208
New Albany, Indiana 47151-1208
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(Name and address of agent for service)
(812) 945-0211
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(Telephone number, including area code, of agent for service)
Copies to:
Berkley W. Duck
Ice Miller
One American Square, Box 82001
Indianapolis, Indiana 46282
CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered(1) registered price per unit price(2) registration fee
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Common Shares 500,000 shares $ 18.21875 $ 9,109,375 $ 2,404.88
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the
average of the high and low prices reported for the Common Shares on October 9, 2000.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information heretofore filed with the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:
(a) The latest Annual Report on Form 10-K of Robinson Nugent, Inc. (the
"Registrant").
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above.
(c) The information set forth under the caption "Description of Common Shares"
in the Registrant's Registration Statement on Form S-1 filed pursuant to
the Securities Act of 1933, as amended, Registration No. 2-62521, as
incorporated by reference to the Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12(g) of the Exchange Act, dated August
29, 1979, including any amendments or reports filed for the purpose of
updating that description.
All documents filed by the Registrant or the Robinson Nugent, Inc. Profit
Sharing/401(k) Plan ("Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the filing of this Registration Statement and
prior to the filing of a post-effective amendment, which indicates that all of
the securities offered hereby have been sold or which deregisters all such
securities 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 those documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Indiana Business Corporation Law ("IBCL"), the provisions of which govern
the Registrant, empowers an Indiana corporation to indemnify present and former
directors, officers, employees, or agents or any person who may have served at
the request of the corporation as a director, officer, employee, or agent of
another corporation ("Eligible Persons") against liability incurred in any
proceeding, civil or criminal, in which the Eligible Person is made a party by
reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, or
(b) if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.
The IBCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim, including counsel fees; and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on the merits or otherwise. Under certain circumstances, a corporation may pay
or reimburse an Eligible Person for reasonable expenses prior to final
disposition of the matter. Unless a corporation's articles of incorporation
otherwise provide, an Eligible Person may apply for indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled to mandatory indemnification for reasonable expenses or that the
Eligible Person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances without regard to whether his actions satisfied
the appropriate standard of conduct.
Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because the Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board or such a committee, or by the shareholders of the
corporation.
In addition to the foregoing, the IBCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or shareholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.
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Section 9.3 of Article IX of the Amended Articles of Incorporation and Article V
of the Amended and Restated Bylaws of Robinson Nugent, Inc. provide certain
indemnification provisions for the benefit of directors, officers, employees and
agents of the Registrant.
The Registrant has obtained directors' and officers' liability insurance, the
effect of which is to indemnify the directors and officers of Robinson Nugent,
Inc. and its subsidiaries against certain losses caused by errors, misleading
statements, wrongful acts, omissions, neglect or breach of duty by them or any
matter claimed against them in their capacities as directors and officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The Common Stock to be offered pursuant to the Plan will not be original
issuance securities.
(b) The registrant undertakes that it will submit in a timely manner the Plan
to the Internal Revenue Service ("IRS") and will make any and all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
See Index to Exhibits.
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, as amended (the "Securities Act");
(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.
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Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
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 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.
(4) 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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Albany, State of Indiana, on August 30, 2000.
ROBINSON NUGENT, INC.
By: /s/ Larry W. Burke
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Larry W. Burke, President and Chief
Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Larry W. Burke and Robert L. Knabel, and each or
any of them (with full power to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all 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, granting unto those
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite 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 those attorneys-in-fact and
agents, or their substitutes, may 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 by the following persons in the
capacities indicated on August 30, 2000.
/s/ Larry W. Burke President, Chief Executive Officer
- ------------------------- (Principal Executive Officer) and Director
Larry W. Burke
/s/ Robert L. Knabel Vice President, Treasurer and Chief Financial Officer
- ------------------------- (Principal Financial and Accounting Officer)
Robert L. Knabel
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_________________________ Director
Samuel C. Robinson
/s/ Patrick C. Duffy Director
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Patrick C. Duffy
/s/ Richard L. Mattox Director
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Richard L. Mattox
/s/ Jerrol Z. Miles Director
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Jerrol Z. Miles
/s/ James W. Robinson Director
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James W. Robinson
/s/ Richard W. Strain Director
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Richard W. Strain
_________________________ Director
Ben M. Streepey
/s/ Donald C. Neel Director
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Donald C. Neel
Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other person who administers the employee benefit plan) has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Albany, State of Indiana on August 30, 2000.
ROBINSON NUGENT, INC. 2000 EMPLOYEE
AND NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
By: /s/ Robert L. Knabel
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Robert L. Knabel, Vice President,
Treasurer and Chief Financial Officer
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ROBINSON NUGENT, INC.
Form S-8
INDEX TO EXHIBITS
Exhibit Number
Assigned in
Regulation S-K
Item 601 Description of Exhibit
(4) 4.1 Specimen Certificate for Common Shares of the Company.
(Incorporated by reference to Exhibit 4 to Form S-1 Registration
Statement No. 2-62521.)
4.2 Rights Agreement between Robinson Nugent, Inc. Bank One,
Indianapolis, NA, as Rights Agent, dated April 21, 1988.
(Incorporated by reference to Exhibit I to Form 8-A Registration
Statement dated May 2, 1988.)
4.3 Amendment No. 1 to Rights Agreement, dated September 26, 1991.
(Incorporated by reference to Exhibit 4.3 to Form 10-K Report for
year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement, dated June 11, 1992.
(Incorporated by reference to Exhibit 4.4 to Form 8-K Current
Report dated July 6, 1992.)
4.5 Amendment No. 3 to Rights Agreement, dated February 11, 1998.
(Incorporated by reference to Exhibit 4.5 to Form 10-Q Report for
period ended December 31, 1998.)
4.6 Amendment No. 4 to Rights Agreement, dated October 2, 2000.
(Incorporated by reference to Exhibit 4.5 to Form 8-K Report
dated October 9, 2000.)
(5) Not Applicable.
(15) Not Applicable.
(23) 23.1 Consent of Deloitte & Touche LLP.
(24) Power of Attorney. (See Signature Page.)
(99) 99.1 Form letter to be sent to participants
99.2 Form of Response to Repurchase Offer
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