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As filed with the Securities and Exchange Commission on May 26, 1998
Registration Statement No.____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LABARGE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 73-0574586
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(State of incorporation) (I.R.S. Employer Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124
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(Address of Principal Executive Offices) (Zip Code)
LABARGE, INC. EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
William J. Maender
Vice President and Chief Financial Officer
LaBarge, Inc.
9900A Clayton Road
St. Louis, Missouri 63124
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(Name and address of agent for service)
(314) 997-0800
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per share aggregate offering price registration fee
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Common Stock, par 1,000,000 shares $3.9375(2) $3,346,875 $1,015.00
value $.01 per share
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(1) Pursuant to Rule 416(c), also registered hereby are such additional
indeterminate number of shares of the Registrant's Common Stock as may
be required pursuant to the anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(h), the offering price is
calculated as 85% of the closing price of the Registrant's Common Stock
as quoted on the American Stock Exchange on May 21, 1998. The shares
will be purchased under the Plan at the lower of 85% of market on the
first or last day of each Plan period.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by LaBarge, Inc. (the
"Company" or "Registrant") and relates to 1,000,000 shares of the Company's
Common Stock issuable under the LaBarge, Inc. Stock Purchase Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1: Plan Information.*
ITEM 2: Registrant Information and Employee Plan Annual Information.*
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), 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.
The following documents previously filed by LaBarge, Inc. (the
"Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report filed on Form 10-K for the
fiscal year ended June 29, 1997 pursuant to Section 13(a) of
the Securities Exchange Act of 1934;
(b) All other reports filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 since the end of 1997; and
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 No. 33-23137,
effective September 28, 1988.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
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For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. 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 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
sets forth provisions pursuant to which officers and directors of the Company
may be indemnified against any liabilities which they may incur in their
capacity as such. Article VII of the Company's by-laws, as amended, provides for
the indemnification of directors and officers of the Company against certain
liabilities under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 by the Company may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company understands that the Securities and Exchange Commission
is of the opinion that such indemnification is against public policy as
expressed in said Act and therefore may be unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS. The following Exhibits are filed as a part of this
Registration Statement:
EXHIBIT DESCRIPTION
4.1 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.
4.1(a) Amendment to Certificate of Incorporation dated November 14,
1997, previously filed as Exhibit 3.1(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
28, 1997 and incorporated herein by reference.
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4.2 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.
4.3 LaBarge, Inc. Employee Stock Purchase Plan
5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding
legality of shares being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Armstrong, Teasdale, Schlafly & Davis
(incorporated in Exhibit 5 described above).
25 Powers of Attorney (See Signature Page).
ITEM 9. UNDERTAKINGS.
(a) The 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 percent 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)(1)(i) and (a)(1)(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
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Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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 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 in 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, 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 St. Louis County, State of Missouri, on May 26, 1998.
LABARGE, INC.
By: /s/Craig E. LaBarge/s/
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Craig E. LaBarge
President and Chief Executive Officer
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Each person whose signature appears below constitutes and appoints
Craig E. LaBarge and William J. Maender his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
re-substitution, for him and in his name, place or stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file 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, each acting alone,
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 hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, 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./s/ Chairman Emeritus and 5/26/98
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Pierre L. LaBarge, Jr.
/s/Craig E. LaBarge/s/ President (Chief Executive Officer) 5/26/98
- ---------------------- and Director
Craig E. LaBarge
/s/William J. Maender/s/ Vice President-Finance (Chief 5/26/98
- ------------------------- Financial and Accounting Officer)
William J. Maender and Secretary
/s/Gus G. Casten/s/ Director 5/26/98
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Gus G. Casten
/s/Robert H. Chapman/s/ Director 5/26/98
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Robert H. Chapman
/s/Richard P. Conerly/s/ Director 5/26/98
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Richard P. Conerly
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Signature Title Date
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/s/R. Hal Dean/s/ Director 5/26/98
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R. Hal Dean
/s/Edward J. Nestor, Jr./s/ Director 5/26/98
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Edward J. Nestor, Jr.
/s/James P. Shanahan, Jr./s/ Director 5/26/98
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James P. Shanahan, Jr.
/s/Jack E. Thomas, Jr./s/ Director 5/26/98
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Jack E. Thomas, Jr.
/s/J. C. Kuhn/s/ Director 5/26/98
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J.C. Kuhn
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
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4.1 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.
4.1(a) Amendment to Certificate of Incorporation dated November 14, 1997,
previously filed as Exhibit 3.1(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 28, 1997 and
incorporated herein by reference.
4.2 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.
4.3 LaBarge, Inc. Employee Stock Purchase Plan.
5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding legality
of shares being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Armstrong, Teasdale, Schlafly & Davis (incorporated in
Exhibit 5 described above).
25 Powers of Attorney (See Signature Page).
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