SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eimo Oyj
(Exact name of registrant as specified in its charter)
Eimo Public Limited Company
(translation of Registrant's name into English)
Republic of Finland Not Applicable
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
Norokatu 5 Fin-15101 Lahti, Finland
(Address of Registrant's executive offices)
Eimo 2001 Group Warrant Program
(Full title of the plan)
Elmar Paananen
Norokatu 5
Fin-15101 Lahti
Finland
(011 358) 3 850 5430
(Name, address, telephone number, including
area code, of agent for service)
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Copies of Communications:
John D. Saunders, Esq.
M. Timothy Elder, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3500
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CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee
------------------- ------------- ------------------ ------------------ ----------------
Eimo Series A Shares,
accounting counter 1,500,000 $1.94 $2,910,000 $267.72
value (euro)0.25
- --------------------------------------------------------------------------------
(1) Represents the number of Series A shares authorized for issuance under the
Eimo 2001 Group Warrant Program (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low reported
prices of the Series A shares on the Helsinki Stock Exchange and converted
to U.S. Dollars on March 14, 2002.
================================================================================
Part I
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 THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The documents listed below are hereby incorporated by reference into
this Registration Statement.
1. The Company's Registration Statement on Form F-4 filed with the Securities
and Exchange Commission on February 9, 2001 (Registration No. 333-13154),
as amended, including any form of prospectus contained in such registration
statement filed under Rule 425 of the Securities Act of 1933, as amended.
2. The Company's Registration Statement on Form F-6 filed with the Securities
and Exchange Commission on February 9, 2001 (Registration No. 333-13158),
as amended, including any form of prospectus contained in such registration
statement filed under Rule 425 of the Securities Act of 1933, as amended.
3. The Company's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on August 13, 2001 (Registration No. 000-33093).
4. The Company's reports on Form 6-K, filed with the Securities and Exchange
Commission on August 16, 2001, August 27, 2001, January 17, 2002, February
14, 2002 and March 11, 2002.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a
Post-Effective Amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
- -----------------------------------
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
The financial statements and schedules incorporated by reference in this
Registration Statement have been audited by Grant Thornton Finland,
independent public accountants, to the extent and for the
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periods set forth in their reports incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
The opinion of the validity of the securities being offered incorporated by
reference in this Registration Statement has been issued by KLegal Oy,
independent legal counsel, to the extent and for the periods set forth in its
opinion incorporated herein by reference, and are incorporated herein in
reliance upon such opinion given upon the authority of said firm as counsel for
the Registrant giving an opinion upon the validity of the securities being
registered
Item 6. Indemnification of Officers and Directors.
- ---------------------------------------------------
Finnish corporate law does not address the question of whether a
corporation may, in advance, agree to indemnify its directors and officers for
costs and expenses incurred by them as a result of suits or claims arising out
of their past or future service to the corporation. Market practice in Finland
has been to not include any specific indemnity provisions in the articles of
association of publicly listed corporations, but rather to retroactively
discharge the directors and officers of the corporation from any and all
liabilities relating to their activities on behalf of the corporation by
proposing resolutions to that effect for the consideration of shareholders at
the annual general meeting and through the establishment of directors and
officers' insurance plans. Adoption of a resolution in favor of indemnification
by the shareholders prevents the corporation from bringing a lawsuit against the
director or officer based on facts that the corporation or the shareholders were
aware of at the time of the adoption of the resolution. However, shareholders
may bring a suit against the officers or directors in the name of the
corporation based on facts they were not aware of at the time of the adoption of
the resolution. In addition, shareholders may, despite the adoption of the
resolution, bring a suit in the name of the corporation if a director or officer
has caused damage directly to the shareholders.
Item 7. Exemption From Registration Claimed.
- ---------------------------------------------
No response to this item is required.
Item 8. Exhibits.
- ------------------
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits denominated by an asterisk (*) were
previously filed, and are hereby incorporated by reference from, the
Registration Statement on Form F-4 under the Securities Act of 1933 for the
Company, Registration No. 333-13154, as amended. The Exhibit denominated by two
asterisks (**) was previously filed, and is hereby incorporated by reference
from, the Registration Statement on Form F-6 under the Securities Act of 1933
for the Company, Registration No. 333-13158, as amended.
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1* Memorandum and Articles of Association of Eimo Oyj.
4.2** Deposit Agreement, dated as of August 15, 2001, among Eimo Oyj,
Citibank, N.A., as Depositary, and all holders and beneficial owners
from time to time of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder (incorporated herein by
reference to Exhibit (a) of the Registration Statement on Form F-6
filed with the Securities and Exchange Commission on February 9, 2001
(Reg. No. 333-13158)).
5 Opinion of KLegal Oy regarding validity of securities being registered.
23.1 Consent of KLegal Oy, included in the opinion filed as Exhibit 5 to
this Registration Statement and incorporated herein by reference.
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23.2 Consent of Grant Thornton Finland.
24 Power of Attorney (included in the signature page of this Registration
Statement)
99.1 Eimo 2001 Group Warrant Program
Item 9. Undertakings.
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(a) 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, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the 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 Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will 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.
(b) 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement will be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
will be deemed to be the initial bona fide offering thereof.
(c) (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for
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by the applicable registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(2) The undersigned registrant hereby undertakes that every prospectus
(i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment will be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be deemed to be
the initial bona fide offering thereof.
(d) 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 Securities Act of 1933 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 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 Lahti, Republic of Finland, on the 20th day of March,
2002.
EIMO OYJ
By: /s/ Elmar Paananen
-----------------------------------
Elmar Paananen
Executive Vice Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Elmar Paananen, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her, 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, granting unto said attorney-in-fact and
agent 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 and 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.
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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 and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Heikki Marttinen President and Chief Executive Officer March 20, 2002
- --------------------- (principal executive officer)
Heikki Marttinen
/s/ Aarre Savolainen Finance Director March 20, 2002
- ---------------------------------------- (principal financial and accounting officer)
Aarre Savolainen
/s/ Jalo Paananen Chairman of the Board, Director March 20, 2002
- ----------------------------------------
Jalo Paananen
/s/ Elmar Paananen Executive Vice Chairman, Director March 20, 2002
- --------------------------------------- (authorized U.S. representative)
Elmar Paananen
/s/ Arto Kajanto Director March 20, 2002
- ---------------------------------------
Arto Kajanto
/s/ Markku Puskala Director March 20, 2002
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Markku Puskala
/s/ Anssi Soila Director March 20, 2002
- ---------------------------------------
Anssi Soila
/s/ Daniel B. Canavan Director March 20, 2002
- ---------------------------------------
Daniel B. Canavan
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