REGISTRATION NO.: __________________
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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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NEW BRUNSWICK SCIENTIFIC CO., INC.
NEW JERSEY 22-1630072
------------------------ -------------------
(State of Incorporation) (IRS Employer
Identification No.)
44 Talmadge Road, Edison, New Jersey 08818
(908) 287-1200
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(Address and Phone Number of Principal Executive Offices)
New Brunswick Scientific Co., Inc.
1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
------------------------------------------------
(Full Title of Plan)
EZRA WEISMAN, President
New Brunswick Scientific Co., Inc.
44 Talmadge Road
P.O. Box 4005
Edison, New Jersey 08818-4005
--------------------------------------
(Name and Address of Agent for Service)
(908) 287-1200
-------------------------------------------------------------
(Telephone Number, including area code, of agent for service)
COPY TO:
--------
PETER D. HUTCHEON, ESQ.
NORRIS, McLAUGHLIN & MARCUS
721 Route 202-206
P.O. Box 1018
Somerville, NJ 08876-1018
Approximate date of proposed sale to public: Upon exercise after the effective
date of this Registration Statement of options granted pursuant to the New
Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee
Directors.
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Offering Registration
be Registered Registered Price Per Share(1) Price Fee
- ------------- ---------- --------------- --------- ------------
Common Stock 99,550 $8.375 $833,731.25 $287.50
Par Value shares
$0.0625
per share
- ------------------------------------------------------------------------------
(1) Based upon the last reported sale price in the over-the-counter
markets, as quoted on NASDAQ on June 12, 1996.
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The Exhibit List appears at Page __ of the sequential numbering system.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
NEW BRUNSWICK SCIENTIFIC CO., INC. 1989 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
99,550 SHARES OF COMMON STOCK
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR
HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus relates to the offering of shares of New Brunswick
Scientific Co., Inc. (the "Company") Common stock, par value $0.0625 per
share, to non-employee directors of the Company, who have been granted options
to purchase such shares pursuant to the New Brunswick Scientific Co., Inc.
1989 Stock Option Plan for Nonemployee Directors (the "Plan"). Any such offers
shall be made at the price and on the terms and conditions established
pursuant to the Plan.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offer of any securities
other than the securities to which it relates, or an offer thereof to any
person in any jurisdiction where such offer would be unlawful. The delivery of
this Prospectus at any time does not imply that the information herein is
correct as of any time subsequent to the date hereof.
For important information relating to certain possible adverse tax
consequences of disposition of option shares within two years of the date of
grant or one year of the date of exercise, see "Taxation".
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The date of this Prospectus is __________, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such materials can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.
This Prospectus does not contain all of the information set forth in
the Registration Statement of which this Prospectus is a part. For further
information about the Company and the shares offered hereby, reference is made
to such Registration Statement and the exhibits which the Company has filed
with the Commission. Statements contained in this Prospectus as to the
contents of any document referred to are not necessarily complete, and in each
instance reference is made to the copy of the document filed as an exhibit to
the Registration Statement, each such statement being qualified in all
respects by such reference.
2
Certain information is incorporated by reference in this Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and
all information that has been incorporated by reference in the Registration
Statement (not including the exhibits unless such exhibits are specifically
incorporated by reference into the information that the Registration Statement
incorporates). The Company will furnish to any person who requests it, any
exhibit to the Registration Statement upon payment of a fee equal to
reasonable expenses in furnishing such exhibit. The Company will also provide
without charge to each person to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of all documents containing the
Plan information. All requests for such information incorporated by reference
or exhibits thereto or for documents containing Plan information shall be
addressed to New Brunswick Scientific Co., Inc., 44 Talmadge Road, P.O. Box
4005, Edison, New Jersey 08818-4005 attn: Secretary; or made by telephone by
calling (908) 287-1200.
3
TABLE OF CONTENTS
PROSPECTUS
Page
----
AVAILABLE INFORMATION.................................................... 2
SUMMARY.................................................................. 5
GENERAL INFORMATION...................................................... 6
Adoption and Purpose........................................... 6
Administration of the Plan..................................... 7
Eligible Participants.......................................... 8
Terms of the Options........................................... 8
Payment of Exercise Price...................................... 11
Adjustments to Shares.......................................... 11
Amendment and Termination...................................... 11
FEDERAL INCOME TAX CONSEQUENCES.......................................... 13
SECURITIES TO BE OFFERED................................................. 16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................... 16
INDEMNIFICATION.......................................................... 18
4
SUMMARY
This Prospectus relates to an offering of 99,550 shares of the
Company's Common stock, par value $0.0625 per share (the "Shares") to eligible
independent directors of the Company who are granted options to purchase such
Shares pursuant to the Plan. The offering is made according to the terms of
the Plan.
The Plan was created so that the Company can attract and retain
experienced and exceptional independent directors by allowing them to
participate in the growth of the Company.
Under the Plan, an independent director may receive, without charge,
options to purchase a designated number of Shares at a specified price. An
independent director may exercise an option at any time during the periods of
exercisability set forth in the Plan by paying the specified price according
to the terms and conditions set forth in the Plan.
The Plan is administered by a Stock Option Committee appointed by
the Board of Directors of the Company and consisting of at least two persons
who are ineligible to receive options under the Plan.
Presently, there are no restrictions on resale of the Shares,
however, the Stock Option Committee, may, in its discretion impose
restrictions on the transferability of the Shares.
Trading in the Shares in the United States is conducted in the
national market system and reported under the symbol "NBSC".
5
GENERAL INFORMATION
Adoption and Purpose
- --------------------
The Board of Directors of the Company adopted the Plan on April 11,
1989. The Plan was subsequently approved by the Company's stockholders on May
30, 1989.
The Plan provides for the grant of stock options (the "Options") to
certain independent directors of the Company. The independent directors who
are eligible to participate in the Plan are determined from time to time by
the Stock Option Committee appointed by the Board of Directors of the Company
(the "Committee").
The purpose of the Plan is to increase the ability of the Company
and its subsidiaries to attract and retain experienced and qualified
independent directors with exceptional managerial and analytical talent upon
whom, in large measure, the sustained progress, growth and profitability of
the Company depends. The Plan is intended to provide favorable opportunities
for such independent directors to purchase equity in the Company at prices
which potentially may provide them with additional compensation, thereby
encouraging them to contribute to the future success and prosperity of the
Company and its subsidiaries as a consolidated entity.
Options may be granted under the Plan until April 30, 1999, or such
earlier date as the Board of Directors may determine, and the Plan shall
thereafter remain in effect until all Options
6
outstanding under the Plan on such date shall have been exercised
or shall have expired or terminated in accordance with their terms.
Administration of the Plan
- --------------------------
The Plan will be administered by the Committee, which shall consist
of at least two members of the Board of Directors of the Company, all of whom
shall be "disinterested persons". This means that persons who are serving on
the Committee are not eligible, either while on the Committee or during the
year prior to their serving on the Committee, for selection as persons to whom
Options may be granted under the Plan. The current members of the Committee
are Messrs. David and Sigmund Freedman. The Board may from time to time name
one or more other Directors of the Company, none of whom would be officers of
the Company, to serve as additional members of the Committee or to replace one
or both of David and Sigmund Freedman. A majority of the members of the
Committee constitutes a quorum, and a vote of the majority of members present
at any meeting at which a quorum is present, or acts approved in writing by a
majority of the Committee, shall decide any question before the Committee. The
Committee's responsibilities include (a) the selection of independent
directors to whom Options shall be granted under the Plan; (b) the
establishment of rules and regulations for administration of the Plan; and (c)
the making of all necessary determinations and interpretations under or in
connection with the Plan and the Options granted thereunder. The Board of
Directors of the Company may from time to time remove members from, or add
members to, the
7
Committee. The Company will furnish to any person who requests it, additional
information about the Plan and the Committee members who administer it. All
requests for such information shall be addressed to New Brunswick Scientific
Co., Inc., 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005,
Attn: Secretary; or made by telephone by calling (908) 287-1200.
Eligible Participants
- ---------------------
Independent directors of the Company as the Committee may designate,
excluding members of the Committee, are eligible to participate in the Plan.
As of the date of this Prospectus, approximately six independent directors are
eligible to participate in the Plan. No determination has been made with
respect to future recipients of Options under the Plan, and it is not possible
to specify the independent directors to whom such Options may be granted in
the future, or the number of Shares, within the limitations of the Plan to be
covered by such Options.
Terms of the Options
The Shares subject to the Options are authorized but unissued shares
of the Company's Common stock, par value $.0625 per share. The price at which
each Share may be purchased under an Option is determined by the Committee in
its discretion, but will not be less than eighty-five percent (85%) of the
"fair market value" of the Shares subject to the Option on the date the Option
is granted. For purposes of the Plan, "fair market value" of a Share shall
mean (a) the last reported closing price of a share as quoted on the National
Association of Securities Dealers Automated Quotation
8
System ("NASDAQ") and reported in The Wall Street Journal (or other reputable
financial publication in the event The Wall Street Journal is unavailable); or
if at any time the Company's Common stock is not eligible for quotation on
NASDAQ (b) such other method of determining fair market value as shall be
permitted by the Internal Revenue Code of 1986, as amended or the rules or
regulations promulgated thereunder, and adopted by the Committee from time to
time.
The Committee fixes the term of all Options under this Plan,
provided that such term may not exceed ten years from the date of grant. The
term of an Option shall be subject to early expiration upon (i) the cessation
of the optionee being a director; (ii) death of the optionee; or (iii)
retirement or disability of the optionee.
Each Option granted under the Plan shall be evidenced by a
Nonqualified Stock Option Certificate (the "Option Certificate"). The Option
Certificate shall identify the number of Shares to which the Option pertains
and shall set forth the terms, conditions and restrictions regarding the
Option.
An independent director who receives a grant of Options shall be
entitled to exercise all Options in accordance with the installment exercise
provisions of the Plan. The installment provisions of the Plan provide that an
option may be exercised for up to 20 percent of the Shares for which an Option
was granted on or after the first anniversary of the date of grant.
Thereafter, 20 percent of the Options granted shall become exercisable each
year until all Options are exercisable at the end of 5 years. An
9
Option may be exercised as to less than the full amount of Shares then
available for purchase under the Option, but must be exercised in multiples of
full shares of stock, rather than fractional shares. An optionee may exercise
all or a portion of the Option by delivering a written notice of exercise to
the Company. Payment for the Shares being purchased must also be delivered to
the Company according to the terms of the Plan. See "Exercise and Payment".
The Options granted under the Plan are not assignable or
transferable by an optionee other than by the will of an optionee or according
to the appropriate laws of descent and distribution. During an optionee's
lifetime, an Option shall be exercisable only by the optionee or in the event
of his legal disability, by his legal representative. If the Optionee dies
while acting as a director of the Company, and if on the date of death he
holds an Option which is not fully exercised, then for a period of six months
after the optionee's death or the unexpired term of the Option, whichever is
less, the Option may be exercised by the executor or administrator of the
optionee, or by any person who acquires the Option from the optionee by
bequest or inheritance, to the extent that the optionee could have exercised
such Option on the date of his death.
If any optionee ceases to be a director of the Company for any
reason other than death, then all unexercised options held by such optionee
whether or not accrued at the date of termination shall terminate as of the
date of such termination of directorship.
10
Payment of Exercise Price
- -------------------------
Under the Plan, the Exercise Price shall be paid to the Company in
cash, by check (subject to collection), by bank draft, postal or express money
order.
Adjustments to Shares
- ---------------------
In the event of a stock dividend, stock split, or other subdivision
or combination of outstanding shares, or in the event of any other
reorganization or change in the stock or capital structure of the Company in
which the Company issues additional shares of capital stock without receiving
any consideration in return, the number of shares of the Company's Common
stock available for Options or subject to outstanding stock options shall be
equitably adjusted by the Committee.
Amendment and Termination
The Board of Directors of the Company may amend, suspend or
discontinue the Plan at any time, in such respects as the Board may deem
appropriate and in the best interests of the Company; provided, however, that
no such amendment, suspension or discontinuance of this Plan shall (1) without
the optionee's consent, materially impair the rights under any Option granted
under the Plan prior to such amendment, suspension or termination or; (2)
without approval by affirmative vote of the holders of a majority of the
Shares of the Company, do any of the following:
(i) materially increase the benefits accruing to
optionees under the Plan;
(ii) increase the total number of shares of the
Company's Common stock which may be issued pursuant
11
to options under the Plan, except as necessary to
make the adjustments described above;
(iii) materially modify the eligibility requirements for
receiving stock options under the Plan;
(iv) materially increase the cost of the Plan to
the Company.
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12
FEDERAL INCOME TAX CONSEQUENCES
The Company believes that the normal operations of the Plan should
have the following general Federal income tax consequences under the Internal
Revenue Code of 1986, as amended, (the "Code") and the regulations and rulings
promulgated thereunder. This discussion summarizes general Federal income tax
consequences to holders of Options based on the current tax laws.
The grant of an Option under the Plan is a grant of a right to
purchase Shares under the Plan for a stated period of time at a stated price.
As the Option itself does not have a readily ascertainable fair market value
within the meaning of Code Section 83(e), a director will not be treated as
receiving property at the time of grant and, therefore, the grant of the
Option will not subject the director to tax.
If on the date of exercise of the Option stock ownership is vested
in the director, the director will recognize ordinary income at the time of
exercise in an amount equal to the excess of the fair market value of the
stock on the date of exercise over the exercise price.
If the Shares are not vested on the date of exercise, unless the
director makes an election to be currently taxed under Code Section 83(b), no
income will be recognized until the ownership of such Shares vests in the
director. The gain will be measured and taxed at the time the Shares are
substantially vested.
13
Any shares for which a director makes a Code Section 83(b) election will be
treated as vested on the exercise date and subject to taxation as if they were
fully vested on such date.
A director will be considered vested in the Shares on the date on
which his ownership interest is not subject to a substantial risk of
forfeiture. Shares are subject to a substantial risk of forfeiture if (i) the
rights of the director in the Shares are conditioned on the future performance
of substantial services for the Company or (ii) if the sale of the Shares at a
profit by a director is subject to Section 16(b) of the Securities Exchange
Act of 1934 until such time that they can be sold free of suit under Section
16(b).
The director will acquire a basis in the vested shares equal to the
sum of the exercise price and the amount recognized as income. When an
director subsequently sells the vested shares, any gain or loss recognized
will be a capital gain or loss. If the director satisfies the long-term
capital gains holding period requirement, the gain, if any, would be subject
to tax at the capital gains tax rate if more favorable than the director's
ordinary income tax rate.
As the Options are granted to the director in connection with services
performed for the Company, the amount recognized as income will be considered
compensation income and will generally be subject to withholding and
employment taxes.
Generally, the Company is entitled to a deduction equal to the
amount included as compensation in the director's gross income if
14
the Company complies with certain federal reporting requirements.
The comments set forth above are only a summary of general Federal
income tax consequences relating to the Plan. No consideration has been given
to the effect of state, local and other tax laws on the Plan or the director.
Because of the complexities involved in the application of the Federal tax
laws to specific circumstances, it is strongly urged that each director
consult a tax advisor with respect to such director's own circumstances.
The Plan is designed so as not to be qualified under Code Section
422 and so as not to be subject to any provisions of the Employee Retirement
Income Security Act of 1974, as amended.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
15
SECURITIES TO BE OFFERED
The Company's authorized capital stock consists of 25,000,000 shares
of Common stock, par value $0.0625 per share. The only capital stock
outstanding is Common stock. There are no present plans to issue any class or
series of preferred stock, or any other class of Common stock.
The outstanding Common stock is, and the Common stock offered by the
Company hereby will be, when issued and fully paid for, fully paid and
non-assessable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus
the following documents:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Commission which contains, either
directly or by incorporation by reference, financial statements
certified by KPMG Peat Marwick, LLP for the Company's latest fiscal
year;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and
(d) The material under the caption "Capital Stock to be Registered"
in the Company's Registration Statement on Form 8-A under Section
12(g) of the Securities Exchange Act of 1934 filed with the
Commission on April 13, 1973, which incorporates by reference the
information under "Common Stock" in the prospectus constituting a
part of the Company's Registration Statement on Form S-1, as
16
amended and effective on March 14, 1972 (File No. 2-
42505).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
Copies of documents incorporated herein by reference may be obtained
upon written or oral request without charge (other than exhibits thereto) from
the office of the Secretary of the Company, 44 Talmadge Road, P.O. Box 4005,
Edison, New Jersey 08818-4005 (Telephone Number (908) 287-1200).
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
17
INDEMNIFICATION
Under the laws of New Jersey, the By-Laws of the Company and certain
contractual arrangements between the Company and the directors, the directors,
officers, employees and agents of the Company are entitled to be indemnified
by the Company against all expenses and liabilities incurred by them by reason
of any proceeding involving the corporate agent by reason of his being or
having been a corporate agent, if such corporate agent acted in good faith, in
a manner reasonably believed to be in or not opposed to the best interests of
the Company and in the case of directors, in addition to the foregoing, if
such director did not breach his duty of loyalty to the Company or its
shareholders and did not receive an improper personal benefit.
In addition to such other rights of indemnification as they may have
as corporate agents of the Company, the Company shall defend, indemnify and
hold harmless the members of the Board of Directors or the Committee against
all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be party by reason
of any action taken or failure to act under or in connection with the Plan or
any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid or payable by them in satisfaction of
a judgment in any such action, suit or proceeding, except a judgment based
upon a finding of bad
18
faith on the part of the member of the Board of Directors or the Committee
seeking indemnification; provided that upon the institution of any such
action, suit or proceeding, a Committee member shall, in writing, give the
Company notice thereof and an opportunity, at its own expense, to handle and
defend the same before such Committee member undertakes to handle and defend
it on his or her own behalf.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.
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19
99,550 Shares
Common Stock Par Value $0.0625 per Share
NEW BRUNSWICK SCIENTIFIC CO., INC.
This prospectus has been prepared for use in connection with the
proposed sales by the stockholders named herein (the "Selling Stockholders")
of an aggregate of 99,550 shares of Common stock (par value $0.0625 per share)
of New Brunswick Scientific Co., Inc. (the "Company").
It is contemplated that offerings and/or sales by the Selling
Stockholders will be made from time to time pursuant to this Registration
Statement, publicly in brokerage transactions executed in the over-the-counter
market, at market prices related to those then prevailing thereon for shares
of the Company's Common stock. The last reported sale price of the Company's
Common stock as reported by NASDAQ on ________________ was $_____ per share.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
A CRIMINAL OFFENSE.
----------
The date of this Prospectus is __________, 1996.
1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois and Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 since the end of the fiscal year
referred to in (a) above; and
(d) The material under the caption "Capital Stock to be Registered"
in the Company's Registration Statement on Form 8-A under Section 12(g) of the
Securities and Exchange Act of 1934, filed with the Commission on April 13,
1973, incorporating by reference the information under "Common Stock" in the
prospectus forming a part of the Company's Registration Statement on Form S-1,
as amended and effective on March 14, 1972 (File No. 2-42505).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date
hereof to the termination of the offering of the securities covered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing such documents.
Copies of documents incorporated herein by reference may be obtained
upon written or oral request without charge (other than exhibits thereto) from
the office of the Secretary of the Company, 44 Talmadge Road, P.O. Box 4005,
Edison, New Jersey 08818-4005 (telephone number 908-287-1200).
2
THE COMPANY
New Brunswick Scientific Co., Inc. and its subsidiaries (the
"Company") design, manufacture and market a variety of equipment used in
biotechnology to create, maintain, measure and control the physical and
biochemical conditions required for the growth and detection of
microorganisms. This equipment is used in medical, biological, chemical, and
environmental research and for the commercial development of antibiotics,
proteins, hormones, enzymes, monoclonal antibodies, agricultural products,
fuels, vitamins, vaccines and other substances. The equipment sold by the
Company includes fermentation equipment, bioreactors, biological shakers,
nutrient sterilizing and dispensing equipment, low temperature freezers and
tissue culture apparatus. Laboratory equipment and instrumentation
manufactured by NBS and others is distributed by four wholly-owned
subsidiaries in Europe.
On October 18, 1995, the company entered the drug lead discovery
business by forming a new company to develop a novel, small molecule drug
discovery platform. This new company, called DGI BioTechnologies LLC (DGI), is
majority owned and fully funded by the Company and will utilize specially
designed new laboratory space at the Company's headquarters facility in
Edison, New Jersey. DGI will focus on using its drug discovery platform to
identify promising drug assays and new drug leads for sale or license to
pharmaceutical and biotechnology companies. DGI has applied for U.S. and
foreign patents covering its proprietary drug discovery technology which
utilizes state-of-the-art molecular-biological and immunological tools to scan
known pharmaceutical targets in a manner that offers major advantages over
existing drug discovery approaches.
NBS was incorporated in 1958 as the successor to a business founded
in 1946 by David and Sigmund Freedman, its principal stockholders and two of
its directors and executive officers. The Company owns its 243,000 square foot
headquarters located on 17 acres of land in Edison, New Jersey. Its address is
44 Talmadge Road, Edison, New Jersey 08818 and its phone number is (908) 287-
1200.
SELLING STOCKHOLDERS
The table below sets forth the names and present positions held by
the Selling Stockholders, all of whose addresses are care of the Company at 44
Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005. The shares that
the Selling Stockholders may offer from time to time are shares acquired or to
be acquired by them upon the exercise of options that have been or may in the
future be granted to them by the Company pursuant to the New Brunswick
Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors (the
"Plan"). The following table lists all persons holding options, who, because
of their position with the
3
Company or amount of stock of the Company owned by them, may be deemed to be
"affiliates" or "associates" of the Company. Under the Plan, not more than
100,000 shares (as adjusted for dividends, splits, etc.) in the aggregate can
be optioned to independent directors of the Company. The resales of those
shares obtained by any optionees under the Plan prior to the effectiveness of
the Registration Statement on Form S-8, of which this Prospectus is a part are
not covered by this Prospectus. The total remaining shares issuable under the
Plan is 99,550.
The Selling Stockholders may from time to time offer all or part of
the shares acquired by them upon the exercise of options now held or which may
be granted to them in the future by the Company in the over-the-counter
markets. The Company will pay all expenses of preparing and reproducing this
Prospectus, but will not receive any part of the proceeds of the sale of any
such shares. The Selling Stockholders will pay any and all brokerage
commissions charged to sellers in connection with such sales.
Name of Stockholder
- -------------------
Marvin Weinstein
Kiyoshi Masuda
Ernest Gross
Martin Siegel
David Pramer
As of the date of this Prospectus, the number of shares held by each
of the Selling Stockholders and the number of shares which they may acquire
upon the exercise of options granted to them under the Plan are as follows:
Shares Options
Name of Stockholder Owned (1) Owned
- ------------------- --------- -------
Marvin Weinstein 630 11750
Kiyoshi Masuda 4200 12500
Ernest Gross 1050 17500
Martin Siegel 2100 18500
David Pramer 1058 9750
- -------------
(1) Includes shares held of record and beneficially, acquired other than
by exercise of the options covered by this Prospectus and,
therefore, excluded from this offering.
4
LEGAL MATTERS
The legality of the shares of Common stock being offered hereby will
be passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, P.O.
Box 1018, Somerville, New Jersey 08876- 1018.
EXPERTS AND MISCELLANEOUS
The consolidated financial statements of the company and its
subsidiaries as of December 31, 1995 and 1994 and for each of the years in the
three year period ended December 31, 1995, included in the company's Annual
Report and Form 10-K for the year ended December 31, 1995 have been
incorporated by reference herein and elsewhere in the registration statement
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants incorporated by reference herein and upon authority of said
firm as experts in accountancy and auditing.
The Common stock of the Company, including the shares offered
hereby, is traded in the national over-the-counter market and quoted on NASDAQ
under the symbol NBSC.
USE OF PROCEEDS
The Company intends to use the net proceeds from the securities
offered for working capital purposes.
INDEMNIFICATION
Under the laws of New Jersey, the By-Laws of the Company and certain
contractual arrangements between the Company and its directors, the directors,
officers, employees and agents of the Company are entitled to be indemnified
by the Company against all expenses and liabilities incurred by them by reason
of any proceeding involving the corporate agent by reason of his being or
having been a corporate agent, if such corporate agent acted in good faith, in
a manner reasonably believed to be in or not opposed to the best interests of
the Company and in the case of directors, in addition to the foregoing, if
such director did not breach his duty of loyalty to the Company or its
shareholders and did not receive an improper personal benefit.
In addition to such other rights of indemnification as they may have
as corporate agents of the Company, the Company shall defend, indemnify and
hold harmless the members of the Board of Directors or the Committee against
all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be party by reason
of any action taken or failure to act under or in connection with the Plan or
any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved
5
by independent legal counsel selected by the Company) or paid or payable by
them in satisfaction of a judgment in any such action, suit or proceeding,
except a judgment based upon a finding of bad faith on the part of the member
of the Board of Directors or the Committee seeking indemnification; provided
that upon the institution of any such action, suit or proceeding, a Committee
member shall, in writing, give the Company notice thereof and an opportunity,
at its own expense, to handle and defend the same before such Committee member
undertakes to handle and defend it on his or her own behalf.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
6
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents By Reference.
The Company hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Commission which contains, either
directly or by incorporation by reference, financial statements
certified by KPMG Peat Marwick, LLP for the Company's latest fiscal
year;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and
(d) The material under the caption "Capital Stock to be Registered"
in the Company's Registration on Form 8-A under Section 12(g) of the
Securities Exchange Act of 1934 filed with the Commission on April
13, 1973, which incorporates by reference the information under
"Common Stock" in the prospectus constituting a part of the
Company's Registration statement on Form S-1, as amended and
effective on March 14, 1972 (File No. 2-42505).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which registers all 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 such documents.
Copies of documents incorporated herein by reference may be obtained
upon written or oral request without charge (other than
II-1
exhibits thereto) from the office of the Secretary of the Company,
44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005
(Telephone Number 908-287-1200).
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Under the laws of New Jersey, the By-Laws of the Company and
certain contractual arrangements between the Company and its directors, the
directors, officers, employees and agents of the Company are entitled to be
indemnified by the Company against all expenses and liabilities incurred by
them by reason of any proceeding involving the corporate agent by reason of
his being or having been a corporate agent, if such corporate agent acted in
good faith, in a manner reasonably believed to be in or not opposed to the
best interests of the Company and in the case of directors, in addition to the
foregoing, if such director did not breach his duty of loyalty to the Company
or its shareholders and did not receive an improper personal benefit.
In addition to such other rights of indemnification as they may have
as corporate agents of the Company, the Company shall defend, indemnify and hold
harmless the members of the Board of Directors or the Committee against all
costs and expenses reasonably incurred by them in connection with any actions,
suit or proceeding to which they or any of them may be party by reason of
II-2
any action taken or failure to act under or in connection with the Plan or any
Option granted thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid or payable by them in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment based upon
a finding of bad faith on the part of the member of the Board of Directors or
the Committee seeking indemnification; provided that upon the institution of
any such action, suit or proceeding, a Committee member shall, in writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same before such Committee member undertakes to handle
and defend it on his or her own behalf.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
II-3
ITEM 8. List of Exhibits
----------------
Exhibit Number Description
- -------------- -----------
(4)* New Brunswick Scientific Co., Inc. 1989
Stock Option Plan for Nonemployee
Directors
(5)* Opinion of Norris, McLaughlin & Marcus,
P.A.
(24a)* Consent of KPMG Peat Marwick, LLP
(24b) Consent of Norris, McLaughlin & Marcus,
P.A. included herein as a part of
Exhibit (5)
- --------
* Filed herewith.
II-4
ITEM 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
a. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;
(b) 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; and
(c) 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
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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
b. 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.
c. 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.
(2) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Exchange
II-5
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 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 herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) 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 in the Act
and will be governed by the final adjudication of such issue.
II-6
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 Township of Edison, State of New Jersey on
the 14th day of June, 1996.
NEW BRUNSWICK SCIENTIFIC CO., INC.
By:________________________________
Ezra Weisman, President,
Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ezra Weisman and Samuel Eichenbaum, and
either of them (with full power in each to act alone), his true and lawful
attorneys-in-fact, with full power of substitution, for him and in his 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 each
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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, or
their substitute or substitutes, 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 by the following persons in the
capacities on the date indicated.
__________________________________________
David Freedman
Chairman of the Board and Director
June 14, 1996
__________________________________________
Ezra Weisman
President, Chief Executive Officer
and Director
June 14, 1996
II-7
__________________________________________
Samuel Eichenbaum
Vice President, Finance
June 14, 1996
__________________________________________
Adele Lavender
Corporate Secretary
June 14, 1996
__________________________________________
Sigmund Freedman
Treasurer and Director
June 14, 1996
__________________________________________
Martin Siegel
Director
June 14, 1996
__________________________________________
Dr. David Pramer
Director
June 14, 1996
__________________________________________
Dr. Marvin Weinstein
Director
June 14, 1996
__________________________________________
Bernard Leon
Director
June 14, 1996
__________________________________________
Kiyoshi Masuda
Director
June 14, 1996
II-8
__________________________________________
Ernest Gross
Director
June 14, 1996
II-9