As filed with the Securities and Exchange Commission on September 19, 1996
Registration No. 333-
- -----------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
TRANS LEASING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2747735
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3000 DUNDEE ROAD 60062
NORTHBROOK, ILLINOIS (Zip Code)
(Address of Principal Executive Offices)
___________________________________________
TRANS LEASING INTERNATIONAL, INC. SAVINGS PLAN
(Full title of the plan)
___________________________________________
RICHARD GROSSMAN (847) 272-1000
PRESIDENT AND CHIEF EXECUTIVE OFFICER (Telephone number, including
3000 DUNDEE ROAD area code, of agent for service)
NORTHBROOK, ILLINOIS 60062
(Name and address of agent for service)
____________________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
_____________________________________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share 30,000 shares $3.53125 $105,937.50 $36.54
====================================================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Act"), this Registration Statement also covers an
indeterminate number of additional shares as may be issuable as a result of
anti-dilution provisions of, and such indeterminate amount of interests to
be offered or sold pursuant to, the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Act, based upon the
average high and low bid price of the registrant's Common Stock on September
13, 1996, as reported by the Nasdaq National Market.
================================================================================
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement: (1) the Company's Annual Report on Form 10-K for
the year ended June 30, 1995 (File No. 0-15167); (2) the Company's
Quarterly Reports on Form 10-Q for the quarters ended September 30, 1995,
December 31, 1995 and March 31, 1996 (File No. 0-15167); (3) all other
reports filed by the Company pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since June
30, 1995; and (4) the description of the Company's Common Stock contained
in its Registration Statement on Form 8-A and any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company and the Trans Leasing
International, Inc. Savings Plan (As Amended and Restated Effective as of
July 1, 1994), as amended effective as of October 1, 1995 (the "Plan"),
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all shares of
Common Stock offered pursuant to this Registration Statement have been sold
or that deregisters all shares of Common Stock 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 documents.
The financial statements of the Company and the Plan incorporated
by reference in this Registration Statement have been audited by Deloitte &
Touche LLP, independent accountants, for the periods indicated in their
reports thereon, which are incorporated by reference or included in the
Annual Report on Form 10-K for the year ended June 30, 1995. The
consolidated financial statements audited by Deloitte & Touche LLP have
been incorporated herein by reference in reliance on their report given on
their authority as experts in accounting and auditing. To the extent that
Deloitte & Touche LLP audits and reports on the financial statements and
any financial statement schedules of the Company issued at future dates,
and consents to the use of their reports thereon, such financial statements
and schedules also will be incorporated by reference in this Registration
Statement in reliance upon their reports and said authority.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable - the Company's Common Stock to be offered pursuant
to this Registration Statement has been registered under Section 12 of the
Exchange Act as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware law and Article Ninth of the Company's Restated
Certificate of Incorporation, as amended, provide that the Company shall,
under certain circumstances and subject to certain limitations, indemnify
any person made or threatened to be made a party to a proceeding by reason
of that person's former or present official capacity with the Company
against judgments, penalties, fines, settlements and reasonable expenses.
Any such person is also entitled, subject to certain limitations, to
payment or reimbursement of reasonable expenses in advance of the final
disposition of the proceeding.
2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
4.1(a)* Restated Certificate of Incorporation.
4.1(b)* Certificate of Amendment to Restated Certificate of
Incorporation, dated December 12, 1986.
4.2(a)* Bylaws.
4.2(b)* Amendment to the Bylaws, dated April 27, 1988.
4.3* Specimen form of the Company's Common Stock certificate.
5.1** Opinion and Consent of Oppenheimer Wolff & Donnelly.
5.2** Internal Revenue Service Determination Letter for the
Savings Plan
(As Amended and Restated Effective as of July 1, 1994).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in
Exhibit 5.1).
23.2** Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on page 6 of this Registration
Statement).
99.1** Trans Leasing International, Inc. Savings Plan (As Amended
and Restated Effective as of July 1, 1994).
99.2** First Amendment to Trans Leasing International, Inc.
Savings Plan (As Amended and Restated Effective as of
July 1, 1994), as amended effective as of October 1, 1995.
* Incorporated by reference to the exhibits to the Company's
Registration Statement on Form S-1, as amended (File No. 33-50228).
** Filed herewith.
In connection with Exhibit 5.2, the registrant will also submit the
Plan to the Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.
3
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,
represents 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)(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 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 (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
4
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.
5
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 Northbrook, State of Illinois, on September 16, 1996.
TRANS LEASING INTERNATIONAL, INC.
By:/s/Richard Grossman
---------------------------------------
Richard Grossman
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Grossman and Norman Smagley, and each of
them, as his true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
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 attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, 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 by the following persons on September 16,
1996 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Richard Grossman President, Chief Executive Officer and
- --------------------------- Chairman of the Board (Principal Executive Officer)
Richard Grossman
/s/ Norman Smagley Vice President, Finance and Chief Financial Officer
- --------------------------- (Principal Financial and Accounting Officer)
Norman Smagley
/s/ Clifford V. Brokaw, III Director
- ---------------------------
Clifford V. Brokaw, III
/s/ Larry S. Grossman Director
- ---------------------------
Larry S. Grossman
/s/ Michael J. Heyman Director
- ---------------------------
Michael J. Heyman
/s/ Mark C. Matthews Director
- ---------------------------
Mark C. Matthews
- --------------------------- Director
John S. Stodder
6
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Northbrook, State of
Illinois or September 16, 1996.
TRANS LEASING INTERNATIONAL, INC.
SAVINGS PLAN
By:/s/ Richard Grossman
---------------------------------
Richard Grossman
Plan Administrator
7
INDEX TO EXHIBITS
EXHIBIT PAGE NO.
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4.1(a)* Restated Certificate of Incorporation....................
4.1(b)* Certificate of Amendment to Restated Certificate of
Incorporation Incorporation, dated December 12, 1986.....
4.2(a)* Bylaws...................................................
4.2(b)* Amendment to the Bylaws, dated April 27, 1988............
4.3* Specimen form of the Company's Common Stock Certificate..
5.1** Opinion and Consent of Oppenheimer Wolff & Donnelly......
5.2** Internal Revenue Service Determination Letter for the
Savings Plan (As Amended and Restated Effective as of
July 1, 1994)............................................
23.1 Consent of Oppenheimer Wolff & Donnelly (included in
Exhibit 5.1).............................................
23.2** Consent of Deloitte & Touche LLP.........................
24.1 Power of Attorney (included on page 6 of this
Registration Statement)..................................
99.1** Trans Leasing International, Inc. Savings Plan (As
Amended and Restated Effective as of July 1, 1994).......
99.2** First Amendment to Trans Leasing International, Inc.
Savings Plan (As Amended and Restated Effective as of
July 1, 1994), as amended effective as of October 1,
1995.....................................................
_____________
* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1, as amended (File No. 33-50228).
** Filed herewith.