As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 33-70452
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NEW BRUNSWICK SCIENTIFIC CO., INC.
(Exact name of registrant as specified in its charter)
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New Jersey
(State or other Jurisdiction of 22-1630072
incorporation or organization) (I.R.S. Employer Identification No.)
44 Talmadge Road, P.O. Box 4005
Edison, New Jersey 08818-4005
(732) 287-1200
(Address, including zip code, including area code,
of registrant's principal executive offices)
New Brunswick Scientific Co., Inc.
1991 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Ezra Weisman, President
44 Talmadge Road, P.O. Box 4005
Edison, New Jersey 08818-4005
(732) 287-1200
(Name, Address, including zip code and telephone number
including area code, of agent for service)
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Copies to:
Peter D. Hutcheon, Esq.
Norris, McLaughlin & Marcus
A Professional Corporation
721 Route 202-206
P.O. Box 1018
Somerville, NJ 08876-1018
(908) 722-0700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share (2) Price (3) Fees
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Common Stock,$.0625 par value per Share 431,000 $7.00 $3,017,000 $914.24
shares
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(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(s) described herein. This amendment solely increases the amount of
registered shares from 231,000 to 662,000 shares.
(2) Based upon last reported sale price on the over-the-counter-market, as
quoted on NASDAQ on August 29, 1997.
(3) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the product resulting from
multiplying 431,000, the number of additional shares registered by this
Amendment No. 1 to the Registration Statement by $7.00 per share, the
average exercise price of such options.
TABLE OF CONTENTS
Item 1. Plan Information....................................................................................... *
Item 2. Registrant Information and Employee Plan Annual Information............................................ *
Item 3. Incorporation of Documents by Reference................................................................ 3
Item 4. Description of Securities............................................................................. **
Item 5. Interests of Named Experts and Counsel................................................................ **
Item 6. Indemnification of Directors and Officers............................................................. **
Item 7. Exemption from Registration Claimed................................................................... **
Item 8. Exhibits............................................................................................... 3
Item 9. Undertakings.......................................................................................... **
* Separately given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a
document which does not constitute a part of this Registration
Statement but which shall, together with the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II
hereof, constitute a prospectus under Section 10(a) of the Securities
Act of 1933.
** The contents of New Brunswick Scientific Co., Inc,'s Registration
Statement on Form S-8, Registration #33-70452, are incorporated herein
by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Omitted.
Item 2. Registrant Information and Employee Plan Annual Information
Omitted.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
THE CONTENTS OF NEW BRUNSWICK SCIENTIFIC CO., INC.'s REGISTRATION
STATEMENT ON FORM S-8, REGISTRATION #33-70452 ARE INCORPORATED HEREIN BY
REFERENCE.
The following documents filed by New Brunswick Scientific Co.,
Inc. (the "Company") with the Commission are also incorporated herein by
reference:
(a) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, and June 30, 1997;
(b) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996; and
(c) 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 amended and effective on
March 14, 1972 (File No. 2-42505).
In addition to the foregoing, 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
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
4(a) New Brunswick Scientific Co., Inc. 1991 Nonqualified
Stock Option Plan
4(b) Form of Stock Option Agreement under Stock Option
Plan
*4(c) 1995 Amendment to New Brunswick Scientific Co., Inc.
1991 Nonqualified Stock Option Plan
*4(d) 1997 Amendment to New Brunswick Scientific Co., Inc.
1991 Nonqualified Stock Option Plan
*5 Opinion of Norris, McLaughlin & Marcus, P.A.
*23(a) Consent of KPMG Peat Marwick, LLP
23(b) Consent of Norris, McLaughlin & Marcus, P.A.
(included in Exhibit 5)
24 Power of Attorney (included on signature page)
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*Filed herewith
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 3rd day
of September, 1997.
NEW BRUNSWICK SCIENTIFIC CO., INC.
By: /s/ Ezra Weisman
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Ezra Weisman, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Freedman and Ezra Weisman, 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 Registrant 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 that all said attorneys-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 and on the dates indicated below.
/s/ David Freedman Chairman of the Board August 26, 1997
- --------------------------------- and Director
David Freedman
/s/ Ezra Weisman President, Chief August 26, 1997
- --------------------------------- Executive Officer,
Ezra Weisman and Director
/s/ Sigmund Freedman Treasurer and August 26, 1997
- --------------------------------- Director
Sigmund Freedman
/s/ Samuel Eichenbaum Chief Financial August 26, 1997
- --------------------------------- Officer
Samuel Eichenbaum and Vice President,
Finance
- --------------------------------- Director ______ __, 1997
Bernard Leon
/s/ Kiyoshi Masuda Director August 26, 1997
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Kiyoshi Masuda
/s/ Ernest Gross Director August 26, 1997
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Ernest Gross
/s/ Martin Siegel Director August 26, 1997
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Martin Siegel
/s/ David Pramer Director August 26, 1997
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Dr. David Pramer
/s/ Marvin Weinstein Director August 26, 1997
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Dr. Marvin Weinstein