The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
As filed with the Securities and Exchange Commission on December 21, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
MILTOPE GROUP INC.
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(Exact name of Registrant as specified in its charter)
Delaware 11-2693062
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Richardson Road South, Hope Hull, Alabama 36043
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(Address of Principal Executive Offices) (Zip Code)
MILTOPE GROUP INC.
1995 Stock Option and Performance Award Plan
--------------------------------------------
(Full title of the plan)
George K. Webster
President and Chief Executive Officer
Miltope Group Inc.
500 Richardson Road South
Hope Hull, Alabama 36043
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(Name and address of agent for service)
(334) 284-8665
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(Telephone number, including area code, of agent for service)
With a copy to:
Leonard Gubar, Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2000
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
securities to to be maximum maximum registration
be registered registered(1) offering price aggregate fee
per share offering
price
------------- ------------- -------------- --------- ------------
Common Stock 375,000 shs. $2.875 (2) $1,078,125 $371.77 (3)
Common Stock 125,000 shs. $3.23 (4) $ 403,750 $139.22 (5)
------- ---------- -------
500,000 shs. $1,481,875 $510.99
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(1) In addition, pursuant to Rule 416(a), this Registration Statement also
covers such indeterminate number of shares as may become subject to
options under the Miltope Group Inc. 1995 Stock Option and Performance
Award Plan (the "1995 Plan") as a result of the adjustment provisions
contained therein.
(2) The proposed maximum offering price per share was calculated pursuant
to Rule 457(c) using the average of the high and low prices of the
Common Stock on The Nasdaq Stock Market's National Market on December
18, 1995.
(3) The amount of the registration fee for shares of Common Stock issuable
with respect to options that may be granted in the future under the
1995 Plan was calculated pursuant to Rule 457(c) using the average of
the high and low prices of the Common Stock on The Nasdaq Stock
Market's National Market on December 18, 1995.
(4) The proposed maximum offering price per share was calculated pursuant
to Rule 457(h) based upon the average exercise price at which such
outstanding options to purchase shares of Common Stock under the 1995
Plan may be exercised.
(5) The amount of the registration fee for shares of Common Stock issuable
upon exercise of outstanding options under the 1995 Plan was
calculated pursuant to Rule 457(h) using the prices at which such
options may be exercised.
PART I*
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
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* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, 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
---------------------------------------
Each of the following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") is incorporated
herein by reference.
1. (a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1995.
(c) The Registrant's Current Report on Form 8-K dated April
18, 1995.
(d) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 1, 1995.
(e) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 1, 1995.
2. The description of the Common Stock which is contained in
the Registrant's Form 8-A filed on April 26, 1985 under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the effective
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereunder have been sold or which de-registers all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the respective dates of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Legal matters in connection with the validity of the issuance of
the securities offered hereby will be passed upon by Reid & Priest LLP, 40
West 57th Street, New York, New York 10019. Leonard Gubar, a member of
such firm, serves as the Secretary of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Registrant is a Delaware corporation. Section 145 of the
Delaware General Corporation Law generally provides that a corporation is
empowered to indemnify any person who is made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employer or agent of the Registrant or is
or was serving, at the request of the Registrant, in any of such capacities
of another corporation or other enterprise, if such director, officer,
employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. This statute describes in
detail the right of the Registrant to indemnify any such person. Article
IX of the By-Laws of the Registrant, as amended, provides generally for
indemnification of all such directors, officers, employees and agents to
the full extent permitted under the above-referenced Delaware statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS
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The following Exhibits are filed herewith as part of this
Registration Statement:
Exhibit No. Description
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4(a)(1)* Miltope Group Inc. 1995 Stock Option and
Performance Award Plan
4(a)(2)* Form of Non-Qualified Stock Option
Agreement under the 1995 Stock Option
and Performance Award Plan
4(a)(3)* Form of Incentive Stock Option Agreement
under the 1995 Stock Option and
Performance Award Plan
5* Opinion of Reid & Priest LLP
23(a)* Consent of Deloitte & Touche LLP
23(b)* Consent of Reid & Priest LLP (included
in Exhibit 5)
24* Power of Attorney (See page II-5)
99* Additional Exhibits (Calculation
of Registration Fee)
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*Filed herewith.
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 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 Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of
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this section do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3, and 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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such posteffective 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.
(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
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 21st day of December, 1995.
MILTOPE GROUP INC.
By: /s/George K. Webster
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George K. Webster
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer
whose signature appears below constitutes and appoints George K. Webster
and Leonard Gubar, or either of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, to sign in any and all
capacities any and all post-effective amendments to this Registration
Statement on Form S-8 and to file the same with all exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission, granting such attorneys-in-fact and agents, and each of them,
full power and authority to do all such other acts and execute all such
other documents as they, or any of them, may deem necessary or desirable in
connection with the foregoing, as fully as the undersigned might or could
do in person, hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/George K. Webster President and Chief Executive December 21, 1995
----------------------- Officer (Principal Executive
George K. Webster Officer)
/s/James Matthews Vice President, Finance and December 21, 1995
----------------------- Chief Financial Officer
James Matthews (Principal Financial and
Accounting Officer)
/s/Alvin E. Nashman Director December 21, 1995
-----------------------
Alvin E. Nashman
/s/William Mustard
---------------------- Director December 21, 1995
William Mustard
Director
---------------------- Director December , 1995
Jan H. Stenbeck
/s/Franklin Miller
----------------------- Director December 21, 1995
Franklin Miller
/s/John Cusick
----------------------- Director December 21, 1995
John Cusick
/s/J. Shelby Bryan
----------------------- Director December 21, 1995
J. Shelby Bryan
/s/William Dickinson Director December 21, 1995
----------------------
William Dickinson
/s/Richard Pandolfi
---------------------- Director December 21, 1995
Richard Pandolfi
INDEX TO EXHIBITS
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Exhibit Number Description of Exhibit Page
-------------- ---------------------- ----
4(a)(1) Miltope Group Inc. 1995
Stock Option and
Performance Award Plan..........
4(a)(2) Form of Non-Qualified Stock
Option Agreement under the
1995 Stock Option and
Performance Award Plan..........
4(a)(3) Form of Incentive Stock
Option Agreement under the
1995 Stock Option and
Performance Award Plan..........
5 Opinion of Reid & Priest
LLP.............................
23(a) Consent of Deloitte & Touche
LLP.............................
23(b) Consent of Reid & Priest LLP
(included with Exhibit 5).......
24 Power of Attorney (See page
II-5)...........................
99 Additional Exhibits (Calculation
of Registration Fee)............