1
As filed with the Securities and Exchange Commission on January 18, 1994
Registration No. 33-_____
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CORE INDUSTRIES INC
(Exact name of registrant as specified in its charter)
Nevada 38-1052434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 2000, Bloomfield Hills, Michigan 48304
(Address of Principal Executive Offices) (Zip Code)
CORE INDUSTRIES INC
1978 STOCK OPTION PLAN
1988 EMPLOYEE STOCK OPTION PLAN
1988 DIRECTOR DISCOUNTED STOCK OPTION PLAN
1991 DIRECTOR DISCOUNTED STOCK OPTION PLAN
1993 PERFORMANCE INCENTIVE PLAN
1993 STOCK BONUS PLAN
(Full title of the plans)
David R. Zimmer
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(Name and address of agent for service)
(313) 642-3400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------------------------------------------------------------------------------------
Common Stock(1) 568,444 shares $ 9.6726(2) $ 5,498,354.50 $1,895.98
Common Stock(1) 1,431,556 shares $13.5625(3) $19,415,478.25 $6,694.99
--------- ------- ------------- --------
Total 2,000,000 shares $24,913,832.75 $8,590.97
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
(continued on next page)
Page 1 of 46 Pages
Exhibit Index is on Page 9
2
(1) $1.00 par value per share (the "Common Stock").
(2) Based upon the aggregate exercise price of options currently outstanding
and the grant price of shares issued pursuant to the 1993 Stock Bonus
Plan.
(3) Calculated pursuant to Rule 457(h) for the purpose of computing the
registration fee and based on the average of the high and low prices of
the Common Stock, as traded on the New York Stock Exchange, Inc., on
January 11, 1994.
2
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Core Industries Inc (the "Registrant") on Form
10-K for the fiscal year ended August 31, 1993 as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended August 31, 1993.
3. The description of the Registrant's Common Stock included in the
Prospectus under the caption "Description of Common Stock" on page 15
of the Registrant's Prospectus, dated January 17, 1969, filed with the
Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act") as part of its Registration Statement on Form S-1
(file no. 2-31403), including any amendment or report 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, prior to the filing of a
post-effective amendment which indicates that all securities offered 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon by
Honigman Miller Schwartz and Cohn, Detroit, Michigan, general counsel to the
Registrant. Alan E. Schwartz, a director of the Registrant, is a partner of
Honigman Miller Schwartz and Cohn. Attorneys with Honigman Miller Schwartz and
Cohn beneficially own 195,300 shares of the Common Stock.
3
4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Private Corporation Law authorizes a corporation, under
certain circumstances, to indemnify its directors and officers (including
reimbursement for expenses incurred). The Registrant has provided in its
Restated Articles of Incorporation for indemnification to the extent permitted
by the Nevada statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation and amendments thereto,
incorporated by reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K (file no. 1-5034), for the fiscal year
ended August 31, 1992.
4.2 Bylaws, as amended, incorporated by reference to Exhibit 3(b) to
the Registrant's Annual Report on Form 10-K (file no. 1-5034),
for the fiscal year ended August 31, 1992.
4.3 Core Industries Inc 1978 Stock Option Plan, as amended on October
24, 1980, December 18, 1981 and January 12, 1988.
4.4 Core Industries Inc 1988 Employee Stock Option Plan.
4.5 Core Industries Inc 1988 Director Discounted Stock Option Plan.
4.6 Core Industries Inc 1991 Director Discounted Stock Option Plan.
4.7 Core Industries Inc 1993 Performance Incentive Plan.
4.8 Core Industries Inc 1993 Stock Bonus Plan.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration Statement).
4
5
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 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;
(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)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or Form
S-8, and 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 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 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.
(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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
5
6
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) 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 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.
6
7
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 Bloomfield Hills, State of Michigan, on January
11, 1994.
CORE INDUSTRIES INC
By: /s/ DAVID R. ZIMMER
David R. Zimmer, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of CORE INDUSTRIES INC, a Nevada corporation (the
"Company"), hereby constitutes and appoints David R. Zimmer and Lawrence J.
Murphy, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock, $1.00
par value per share, pursuant to the Core Industries Inc 1978 Stock Option
Plan, 1988 Employee Stock Option Plan, 1988 Director Discounted Stock Option
Plan, 1991 Director Discounted Stock Option Plan, 1993 Performance Incentive
Plan and 1993 Stock Bonus Plan, and any of the documents relating to such
registration statement; any and all amendments to such registration statement,
including any amendment thereto changing the amount of securities for which
registration is being sought, and any post-effective amendment, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority; granting unto said attorneys, and each of them,
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 in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
7
8
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ DAVID R. ZIMMER President, Chief Executive January 11, 1994
- -------------------- Officer and Director
David R. Zimmer (Principal Executive Officer)
/s/ LAWRENCE J. MURPHY Executive Vice President, January 11, 1994
Lawrence J. Murphy Secretary and Director
/s/ RAYMOND H. STEBEN, JR. Vice President and Chief January 11, 1994
Raymond H. Steben, Jr. Financial Officer (Principal
Financial Officer)
/s/ THOMAS G. HOOPER Treasurer and Controller January 11, 1994
Thomas G. Hooper
/s/ JAY A. ALIX Director January 11, 1994
Jay A. Alix
Director January 11, 1994
Richard P. Kughn
/s/ HAROLD M. MARKO Director January 11, 1994
Harold M. Marko
/s/ ALAN E. SCHWARTZ Director January 11, 1994
Alan E. Schwartz
/s/ ROBERT G. STONE, JR. Director January 11, 1994
Robert G. Stone, Jr.
8
9
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page No.
- ------- ------- --------
4.1 Restated Certificate of Incorporation
and amendments thereto, incorporated by
reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K (file no.
1-5034), for the fiscal year ended August 31, 1992
4.2 Bylaws, as amended, incorporated by
reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K (file no.
1-5034), for the fiscal year ended August 31, 1992
4.3 Core Industries Inc 1978 Stock Option Plan,
as amended on October 24, 1980, December 18, 1981
and January 12, 1988
4.4 Core Industries Inc 1988 Employee Stock Option Plan
4.5 Core Industries Inc 1988 Director Discounted Stock
Option Plan
4.6 Core Industries Inc 1991 Director Discounted Stock
Option Plan
4.7 Core Industries Inc 1993 Performance Incentive Plan
4.8 Core Industries Inc 1993 Stock Bonus Plan
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Deloitte & Touche
23.2 Consent of Honigman Miller Schwartz and Cohn (included
in the opinion filed as Exhibit 5.1 to this Registration
Statement)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
9