As filed with the Securities and Exchange Commission on April 23, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
NAPCO SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2277818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
333 BAYVIEW AVENUE
AMITYVILLE, NEW YORK 11701
(Address of Principal Executive Officers)
NAPCO SECURITY SYSTEMS, INC. 2002 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
KEVIN S. BUCHEL
Senior Vice President of Operations and Finance
Napco Security Systems, Inc.
333 Bayview Avenue
Amityville, New York 11701
(Name and address of agent for service)
(631) 842-9400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be registered (1) Registered Price Per Share (2) Offering Price Registration Fee
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Common Stock,
par value $0.01 340,000 $8.12 $2,760,800 $223.35
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(1) This registration statement on Form S-8 (this "Registration Statement")
shall also cover any additional shares of Common Stock which become issuable
under the plan being registered pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of common stock,
par value $0.01 per share (the "Common Stock").
(2) Estimated in accordance with Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended (the "Securities Act") solely for the purpose
of determining the registration fee. Estimate based on the last sale price of
the Common Stock, par value $0.01 per share, reported on the Nasdaq National
Market on April 17, 2003.
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.*
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* 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 under the Securities Act and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2002;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002;
(c) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2002; and
(d) the Registrant's Report on Form 8-K dated July 10, 2002.
All other reports and documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 such reports and documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement incorporated by reference herein
modified or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the Registrant only as
authorized in each specific case upon a determination by the stockholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.
(b) The Certificate of Incorporation provides that the Company shall,
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, indemnify any and all persons whom it shall have power to indemnify
from and against any and all expenses, liabilities or other matters.
(c) The By-laws of the Company provide to the extent not prohibited by
law, the Company shall indemnify any person who is or was made, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Company to procure a judgment in its favor, by reason of the fact that such
person, or a person of whom such person is the legal representative, is or was a
Director or officer of the Company, or is or was serving in any capacity at the
request of the Company for any other Company, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Company may be similarly indemnified in
respect of service to the Company or to an Other Entity at the request of the
Company to the extent the Board at any time specifies that such persons are
entitled to the benefits of this Article.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See attached Exhibit list.
ITEM 9. UNDERTAKINGS.
(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;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liabilities 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; and
(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, 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.
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(c) 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 Securities and Exchange
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 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 Amityville, State of New York, on this 21st day
of April, 2003.
NAPCO SECURITY SYSTEMS, INC.
By: /s/ Kevin S. Buchel
---------------------------
Kevin S. Buchel,
Senior Vice President of Operations and Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Richard Soloway Chairman of the Board April 21, 2003
- ------------------------ of Directors, President and
Richard Soloway Secretary (Principal
Executive Officer) and
Director
/s/ Randy Blaustein Director April 21, 2003
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Randy Blaustein
/s/ Andrew J. Wilder Director April 21, 2003
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Andrew J. Wilder
/s/ Kevin S. Buchel Senior Vice President of Operations and April 21, 2003
- ------------------------ Finance and Treasurer (Principal Financial
Kevin S. Buchel and Accounting Officer), and Director
/s/ Arnold Blumenthal Director April 21, 2003
- ---------------------
Arnold Blumenthal
/s/ Donna Soloway Director April 21, 2003
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Donna Soloway
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation of the Registrant
incorporated by reference to Exhibit 3(i) of the
Annual Report of the Registrant on Form 10-Q for the
fiscal year ended December 31, 2001)
4.4 Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3(ii) of the Annual Report
of the Registrant on Form 10-K for the fiscal year ended
June 30, 1999)
4.5* NAPCO Security Systems, Inc. 2002 Employee Stock
Option Plan
4.6 NAPCO Security Systems, Inc. 2000 Non-Employee
Stock Option Plan (incorporated by reference to
Exhibit 10(b) of the Annual Report of the Registrant on Form
10-K for the fiscal year ended June 30, 2001)
5* Opinion and Consent of Forchelli, Curto, Schwartz,
Mineo, Carlino & Cohn, LLP regarding the legality of
the securities being offered hereby
23.1* Independent Auditor' Consent
23.2* Notice Regarding consent of Arthur Andersen LLP
23.3 Consent of Forchelli, Curto, Schwartz Mineo, Carlino
& Cohn, LLP (contained in Exhibit 5)
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* included herewith