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LABARGE, INC.
CROSS REFERENCE SHEET
ITEM NUMBER AND CAPTION PROSPECTUS HEADING
----------------------- ------------------
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . . . . . Facing Page; Cross-Reference Sheet; Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages; Available Information
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges . . . . . . . . . . . . . Investment Considerations
4. Use of Proceeds . . . . . . . . . . . . . . . . . . . Not Applicable
5. Determination of Offering Price . . . . . . . . . . . Not Applicable
6. Dilution . . . . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . . . . . . Selling Security Holders
8. Plan of Distribution . . . . . . . . . . . . . . . . Outside Front Cover Page; Plan of Distribution
9. Description of Securities to be Registered . . . . . Outside Front Cover Page; Description of Securities
10. Interests of Named Experts and Counsel . . . . . . . Not Applicable
11. Material Changes . . . . . . . . . . . . . . . . . . Recent Developments
12. Incorporation of Certain Information by Reference . . Incorporation of Certain Information by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . Not Applicable
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PROSPECTUS
===============================================================================
300,000 SHARES
LABARGE, INC.
COMMON STOCK
===============================================================================
This Prospectus relates to the offer and resale of up to 300,000 shares
(the "Shares") of common stock, par value $.01 per Share (the "Common Stock"),
of LaBarge, Inc. ("LaBarge" or the "Company"). The Shares may be offered for
resale by Sanwa Business Credit Corporation (the "Selling Stockholder") from
time to time in transactions on the American Stock Exchange, in privately
negotiated transactions, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholder or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Security Holder" and "Plan of
Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholder will be received by the Company. The Selling Stockholder will bear
all expenses with respect to the offering and resale of the Shares offered for
resale hereby except the costs associated with registering such Shares under
the Securities Act of 1933, as amended, and preparing and printing this
Prospectus.
The Selling Stockholder acquired the Shares from the Company upon exercise
of a Warrant at a purchase price of $3.00 per Share on May 28, 1996.
The Common Stock is listed on the American Stock Exchange under the symbol
"LB". The last reported sales price of the Common Stock on July 22, 1996 was
$6.875 per Share.
See "Investment Considerations" for a discussion of certain material
factors that should be considered in connection with an investment in the
Common Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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, as amended (the "Exchange Act"). In accordance with the
Exchange Act, the Company files reports and other information with the
Securities and Exchange Commission (the "Commission"). Copies of 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 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: 500 West Madison, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material also can be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information
may also be inspected at the offices of the American Stock Exchange at 86
Trinity Place, New York, New York 10006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete; with
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement is deemed
qualified in its entirety by such reference. The Registration Statement and
the exhibits thereto can be inspected and copied at the public reference
facilities, regional offices and the offices of the American Stock Exchange.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. 1-5761) are incorporated in this Prospectus by
reference:
(1) The Company's Annual Report on Form 10-K for its fiscal year ended
July 2, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended October 1, 1995, December 31, 1995 and March 31, 1996;
(3) The Company's Current Report on Form 8-K dated May 28, 1996 and
Amendment No. 1 thereto dated July 22, 1996;
(4) The Company's Proxy Statement dated September 20, 1995, relating to
the Annual Meeting of Stockholders held on October 26, 1995.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities made
by this Prospectus shall be deemed to be incorporated herein by reference and
to be a part hereof on and from the date of filing of such 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 Prospectus to the extent that a statement contained herein or incorporated
herein by reference or in any other subsequently filed document that also is or
is deemed to be 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 the Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all documents incorporated by
reference in this Prospectus (not including exhibits to such information unless
such exhibits are specifically incorporated by reference in such information).
Such requests should be directed to: LaBarge, Inc., 707 North Second Street,
St. Louis, Missouri 63102, Attention Secretary, telephone number (314)
231-5960.
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THE COMPANY
The Company engineers, manufactures, tests and sells sophisticated
electronic control systems and devices and complex interconnect assemblies
under contract with its customers. Markets for the Company's products are:
defense electronics, telecommunications, medical equipment, aerospace,
geophysical/energy and various other commercial/industrial markets. The
Company's manufacturing facilities are located in Arkansas, Missouri, Oklahoma
and Texas. The Company employs approximately 710 people.
INVESTMENT CONSIDERATIONS
Investors in the Common Stock offered hereby should carefully consider the
following investment considerations, in addition to all of the other
information appearing or incorporated by reference in this Prospectus, in
connection with an investment in the Common Stock.
DEPENDENCE ON DEFENSE INDUSTRY
Approximately 59%, 58% and 52.7%, respectively, of the total sales by the
Company in fiscal 1994 and 1995 and the nine months ended March 31, 1996, were
made directly or indirectly to the Federal government for use in defense and
aerospace products. A substantial portion of sales to the Federal government
is pursuant to long-term contracts containing cancellation and termination
provisions. Future business with the Federal government will depend to a large
extent on political considerations such as Federal budgets and allocation of
funds generally to defense and aerospace projects, and, in particular, to
projects requiring electronics capabilities within the Company's competence.
Cutbacks in defense spending have and will continue to affect the level of
the Company's sales to the defense industry, and further cutbacks could have a
material adverse effect on the Company's business.
DEPENDENCE ON KEY CUSTOMERS
In fiscal 1995, sales to 7 customers represented 75% of the Company's total
sales revenue; sales to Lockheed Martin Corporation accounted for approximately
$20.7 million (33.5%); General Electric, approximately $7.7 million (12.4%) and
United Defense, approximately $5.9 million (9.6%). In the nine months ended
March 31, 1996, sales to 7 customers represented 70.8% of the Company's total
sales revenue; sales to Lockheed Martin Corporation accounted for approximately
$15.1 million (30.5%); Northern Telecom, approximately $8.5 million (17.1%);
General Electric, approximately $2.7 million (5.4%); and the U.S. Government,
approximately $2.6 million (5.2%) of sales. LaBarge's business could be
adversely affected if one of its larger customers ceased or reduced its
business with the Company for any reason.
COMPETITION
There is intense competition in all of the Company's capability areas.
While the Company is not aware of another entity that competes in all of its
markets, there are numerous companies, many larger than the Company, which
compete in each of these markets. Frequently, the Company's customers have the
ability to produce the products contracted to the Company but, because of cost,
capacity, engineering capability or other reasons, contract such work to the
Company. The principal methods of competition are price, service, quality and
reliability, engineering expertise, technical capability and overall project
management capability. There can be no assurance the business of LaBarge will
not be adversely affected by increased competition.
RECENT DEVELOPMENTS
On June 25, 1996 the Company entered into a new three-year $20 million
secured senior lending agreement with Boatmen's National Bank of St. Louis
replacing its former $18 million secured lending agreement which expired July
1, 1996. The new facility consists of a $3 million term loan with equal
quarterly amortization beginning October 1, 1996 of $.15 million and a $17
million revolving credit facility based on a borrowing base formula
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against receivables and inventories. The entire facility bears interest at the
prevailing prime rate and allows for a portion of the debt to be LIBOR based at
an initial rate of 250 basis points over LIBOR. The Company must meet various
covenants on a quarterly basis throughout the agreement term, all of which have
been met as of June 30, 1996. Availability under the revolver at June 30, 1996
was approximately $15.5 million of which the Company had borrowed $4.9 million.
Under the terms of the agreement the Company pays a .375% fee on committed but
unused funds.
A portion of the proceeds of this loan were used to repay the remaining
debt owed to Chemical Bank.
SELLING SECURITY HOLDER
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by the Selling Stockholder and as adjusted to give
effect to the sale of the Shares offered hereby. The Shares are being
registered to permit public secondary trading of the Shares, and the Selling
Stockholder may offer the Shares for resale from time to time. See "Plan of
Distribution."
All of the Shares being offered by the Selling Stockholder were acquired by
it from the Company at a gross purchase price per Share of $3.00, on May 28,
1996 upon exercise of a warrant (the "Warrant") to purchase Shares from the
Company, which Warrant was issued to the Selling Stockholder on May 28, 1992 in
connection with the extension to the Company by the Selling Stockholder of a
modified credit facility.
The Company granted the Selling Stockholder in the Warrant the right to
demand registration the Shares and, in accordance with a demand for
registration made by the Selling Stockholder, the Company has filed with the
Commission, under the Act, a Registration Statement on Form S-3, of which this
Prospectus forms a part, with respect to the resale of the Shares from time to
time on the American Stock Exchange or in privately negotiated transactions.
The Selling Stockholder represented that it was acquiring the Shares for
its own account and not with a view to distributing any of such Shares. In
recognition of the fact that investors, even though purchasing Common Stock
without a view to distribution, may wish to be legally permitted to sell their
Shares when they deem appropriate, the Company has filed with the Commission,
under the Act, a Registration Statement on Form S-3, of which this Prospectus
forms a part, with respect to the resale of the Shares from time to time on the
American Stock Exchange or in privately-negotiated transactions and has agreed
to prepare and file such amendments and supplements to the Registration
Statement and Prospectus as may be necessary to keep the Registration Statement
effective until the Shares are no longer required to be registered for the sale
thereof by the Selling Stockholder.
Beneficial Ownership
Number of After Offering
Number of Shares Shares -------------------------------
Beneficially Owned Being Number
Selling Stockholder Prior to Offering Offered of Shares Percent
------------------- ------------------ --------- --------- -------
Sanwa Business Credit 300,000 300,000 0 0%
Corporation
The Selling Stockholder has not held any position, office or other material
relationship with the Company or its affiliates within the past three years,
except that the Selling Stockholder was for more than the past three years,
until June 25, 1996, the Company's primary lender.
DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, par value $0.01 per share, and 2,000,000 shares of preferred
stock, par value $1.00 per share (the "Preferred Stock"), each of which is
described below. On July 10, 1996, 15,601,704 shares of Common Stock were
issued and outstanding, excluding shares held in treasury, and no shares of
Preferred Stock were outstanding and 303,000 shares of Common Stock were
reserved for issuance under various employee benefit plans. The summary
description of the capital stock of
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the Company contained herein is necessarily general and reference should be
made in each case to the Restated Certificate of Incorporation and By-Laws of
the Company, which are exhibits to the Registration Statement of which this
Prospectus is a part.
COMMON STOCK
GENERAL. Subject to the prior rights of the Preferred Stock then
outstanding, holders of Common Stock are entitled to receive such dividends as
are declared by the Board of Directors out of funds legally available
therefore. Each Share of Common Stock is entitled to one vote on all matters
presented to stockholders for a vote. Subject to the prior rights of the
Preferred Stock then outstanding, in the event of liquidation, the holders of
Common Stock are entitled to receive pro rata any assets distributable to
stockholders in the respective share held by them. Holders of Common Stock
have no preemptive rights. The outstanding Shares of Common Stock are fully
paid and non-assessable.
SPECIAL VOTE REQUIREMENTS FOR CERTAIN TRANSACTIONS. The Restated
Certificate of Incorporation of the Company provides that the affirmative vote
of the holders of two-thirds of the Common Stock entitled to vote is required
to approve any proposed stockholder action: (a) to sell, exchange, transfer or
otherwise dispose of all or substantially all of the Company's property and
assets; (b) to dissolve or liquidate the Company; (c) to merge or consolidate
the Company with or into another Company; or (d) to amend, alter or delete the
provisions described above in the Certificate of Incorporation of the Company.
DIVIDENDS. The holders of Common Stock are entitled to receive dividends,
when and as declared by the Board of Directors of the Company, provided that
the Company has funds legally available for the payment of dividends and is not
otherwise contractually restricted from the payment of dividends. The Company
has not paid cash dividends to its Stockholders since 1984 and does not intend
to pay any cash dividends for the foreseeable future. The Company intends to
reinvest earnings, if any, for the development and expansion of its business.
Future dividend policy will be determined by the Board of Directors of the
Company and will depend, among other things, on the Company's earnings,
financial condition and capital requirements.
POSSIBLE EFFECTS OF SPECIAL PROVISIONS. The provisions of the Restated
Certificate of Incorporation requiring a two-thirds shareholder vote for the
sale or disposition of all or substantially all of the Company's assets, an
amendment to the Certificate of Incorporation, dissolution of the Company, and
the merger of the Company, could be deemed anti-takeover measures. This is
because such provisions could permit the owners of a minority (i.e. one-third)
of the Company's Common Stock to prevent an action favored by the majority,
such as a merger, liquidation or sale of assets.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholder may sell Shares
from time to time in transactions on the American Stock Exchange, in
privately-negotiated transactions, or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholder may
effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchases of
the Shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation to a particular broker-dealer might
be in excess of customary commissions).
The Selling Stockholder and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by them and profit
on any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
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LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company by Armstrong, Teasdale, Schlafly & Davis (a partnership including
professional corporations).
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the fiscal year ended July 2, 1995, have been audited by KPMG
Peat Marwick LLP, independent auditors, as stated in their report, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
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No person has been authorized to give any
information or to make any representations other
than those contained in this Prospectus and, if
given or made, such information or representations 300,000 SHARES
must not be relied upon as having been authorized by
the Company. This Prospectus does not constitute an
offer to sell or the solicitation of an offer to buy
any security other than the Shares of Common Stock
offered hereby, nor does it constitute an offer to
sell or a solicitation of any offer to buy Shares of
Common Stock by anyone in any jurisdiction in which LABARGE, INC.
such offer or solicitation is not authorized, or in
which the person making such offer or solicitation
is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation. Common Stock
Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances, create
any implication that information contained herein is _________________
correct as of any time subsequent to the date
hereof.
PROSPECTUS
_______________________ _________________
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3 ____________, 1996
Investment Considerations . . . . . . . . . . 3
Recent Developments . . . . . . . . . . . . . . 3
Selling Security Holder . . . . . . . . . . . . 4
Description of Securities . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . 6
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The table below sets forth the expenses expected to be incurred and borne
solely by the Company in connection with the registration of the Shares of
Common Stock offered hereby.
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 685.35
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 314.65
Total $ 21,000.00
- -----------------------------
* Except for the SEC Registration Fee, all expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each of Article Twelfth of the Amended and Restated Certificate of
Incorporation and Section 12 of the By-Laws of the Company provides for the
indemnification of its officers and directors to the fullest extent permitted
by the General Corporation Law of the State of Delaware ("Delaware Code").
Pursuant to Section 145 of the Delaware Code, a Delaware corporation generally
has the power to indemnify its present and former directors and officers
against expenses incurred by them in connection with any suit to which such
directors and officers are, or are threatened to be made, a party by reason of
their serving in such positions, so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the corporation for which they served in such positions, and with respect to
any criminal action, they had no reasonable cause to believe their conduct was
unlawful. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such directors or officers acted in good faith and in a manner
such directors or officers reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such directors' or officers'
conduct was unlawful. Indemnification is not available if such person is
adjudged to be liable to the corporation for which he or she served in such
positions, unless and only to the extent the court in which such action is
brought determines that, despite the adjudication of liability, and in view of
all the circumstances, the person is reasonably and fairly entitled to
indemnification for such expenses as the court shall deem proper. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith. The Company has the power to purchase and
maintain insurance for such persons. The statute also expressly provides that
the power to indemnify authorized thereby is not exclusive of any rights
granted under any by-law, agreement, vote of stockholders of disinterested
directors, or otherwise.
The Company has in effect insurance policies in the amount of $10,000,000
covering all of the Company's directors and officers in certain instances where
by law they may not be indemnified by the Company.
The above discussion of the Amended and Restated Certificate of
Incorporation and By-Laws of the Company and of Section 145 of the Delaware
Code is not intended to be exhaustive and is qualified in its entirety by such
Amended and Restated Certificate of Incorporation and By-Laws and the Delaware
Code.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under this Item 15, or otherwise, the
Company 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 Company
of expenses incurred or paid by a director, officer or
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controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the Common Stock being registered, the
Company 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.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
Reference is made to the Exhibit Index, which is incorporated herein by
reference.
ITEM 17. 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; and
(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 (2)(1)(i) and (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 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 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 (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.
(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 of 1933 and is,
therefore, unenforceable. In the event
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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 of 1933 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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on the 23rd day of
July, 1996.
LaBARGE, INC.
By: /s/ Craig E. LaBarge
------------------------------------------------
Craig E. LaBarge
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Craig E. LaBarge and William J. Maender and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign this Registration Statement, any and all
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 said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or their or his
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 below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Pierre L. LaBarge, Jr. Chairman Emeritus and Director 7/16/96
------------------------------------- -------------------------------------
Pierre L. LaBarge, Jr.
/s/ Craig E. LaBarge President (Chief Executive Officer) 7/16/96
------------------------------------- and Director -------------------------------------
Craig E. LaBarge
/s/ J. C. Kuhn, Jr. Executive Vice President (Chief 7/16/96
------------------------------------- Operating Officer) and Director -------------------------------------
J. C. Kuhn, Jr.
/s/ William J. Maender Vice President Finance (Chief 7/16/96
------------------------------------- Financial and Accounting Officer) -------------------------------------
William J. Maender and Secretary
/s/ Gus G. Casten Director 7/16/96
------------------------------------- -------------------------------------
Gus G. Casten
/s/ Richard P. Conerly Director 7/16/96
------------------------------------- -------------------------------------
Richard P. Conerly
/s/ R. Hal Dean Director 7/16/96
------------------------------------- -------------------------------------
R. Hal Dean
/s/ Edward J. Nestor, Jr. Director 7/16/96
------------------------------------- -------------------------------------
Edward J. Nestor, Jr.
/s/ James P. Shanahan, Jr. Director 7/16/96
------------------------------------- -------------------------------------
James P. Shanahan, Jr.
14
EXHIBIT INDEX
Exhibit
No. Description Page
------- ----------- ----
3.1 Restated Certificate of Incorporation dated October 26, 1995,
previously filed as Exhibit 3.1(i) to the Company's Quarterly
Report on Form 10-Q for the Quarter ended October 1, 1995, and
incorporated herein by reference.
3.2 By-Laws, as amended, previously filed as Exhibit 3.2(a) to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
October 1, 1995 and incorporated herein by reference.
5. Opinion of Armstrong, Teasdale, Schlafly & Davis as to
legality.
10.1 First Amendment and Restatement to the LaBarge Employees
Savings Plan executed on May 3, 1990 and First Amendment to
the First Amendment and Restatement of the LaBarge, Inc.
Employees Savings Plan executed on June 5, 1990, previously
filed as Exhibits (i) and (ii), respectively, to the LaBarge,
Inc. Employees Savings Plan's Annual Report on Form 11-K for
the year ended December 31, 1990 and incorporated herein by
reference.
10.1(a) Second Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on November 30,
1993.
10.1(b) Third Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on March 24,
1994.
10.1(c) Fourth Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on January 3,
1995.
10.1(d) Fifth Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on October 26,
1995.
10.2 LaBarge, Inc. 1987 Incentive Stock Option Plan.
10.2(a) First Amendment to the LaBarge, Inc. 1987 Incentive Stock
Option Plan.
10.3 LaBarge, Inc. 1993 Incentive Stock Option Plan.
10.3(a) First Amendment to the LaBarge, Inc. 1993 Incentive Stock
Option Plan.
15
Exhibit
No. Description Page
------- ----------- ----
10.4 Management Retirement Savings Plan of LaBarge, Inc.
10.5 Asset Purchase Agreement dated May 15, 1996 among registrant,
Sorep Technology Corporation and its shareholders, previously
filed as Exhibit 10.i to the Company's Current Report on Form
8-K filed with the Commission on May 28, 1996 and incorporated
herein by reference.
10.6 Loan Agreement dated June 25, 1996 among The Boatmen's
National Bank of St. Louis, registrant, LaBarge Wireless, Inc.
and LaBarge/STC, Inc.
23(a) Independent Auditors' Consent.
23(b) Counsel's Consent (included in opinion filed as Exhibit 5).
16
[ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LETTERHEAD]
July 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: LaBarge, Inc. Registration Statement on Form S-3 to register 300,000
share of its common stock for sale by a shareholder holding
restricted securities
Ladies and Gentlemen:
Enclosed herewith for filing is the Registration Statement of LaBarge,
Inc. on Form S-3 to register 300,000 shares of its common stock for sale by
Sanwa Business Credit Corporation. Sanwa acquired the shares in May, 1996 upon
exercise of a Stock Purchase Warrant issued to Sanwa in 1992 in connection with
a financing transaction.
Please contact the undersigned at (314)621-5070 with any questions or
comments relating to this Registration Statement or any other matters relating
to this filing.
Very truly yours,
John L. Gillis
John L. Gillis, Jr.
JLG/sb
Enclosure