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As filed with the Securities and Exchange Commission on May 6, 1997
REGISTRATION NO. 333-
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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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TRISTAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3129318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12500 SAN PEDRO AVENUE, SUITE 500 78216
SAN ANTONIO, TEXAS (Zip Code)
(Address of Principal Executive Offices)
TRISTAR CORPORATION 401(k) RETIREMENT PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
TRISTAR CORPORATION AND VIREN S. SHETH
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
TRISTAR CORPORATION AND LOREN M. ELTISTE
(Full title of the Plans)
VIREN S. SHETH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRISTAR CORPORATION
12500 SAN PEDRO AVENUE, SUITE 500
SAN ANTONIO, TEXAS 78216
(Name and address of agent for service)
(210) 402-2200
(Telephone number, including area code, of agent for service)
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With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 224-5575
ATTENTION: PHILLIP M. RENFRO
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities Amount to maximum offering aggregate offering Amount of
to be registered be registered price per unit(1) price(1) registration fee
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Common Stock,
$.01 par value 619,908 shares(2) $9.375 $5,811,638 $1,761
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(1) Pursuant to Rule 457(c), the maximum offering price per security and
maximum aggregate offering price of the Common Stock have been
calculated on the basis of the average of the high and low sale prices
of the Common Stock as reported in the NASDAQ SmallCap Market System
on May 2, 1997.
(2) Includes 73,702 shares of the Company's Common Stock acquired
previously or expected to be acquired in 1997 and 1998 under the
Tristar Corporation 401(k) Retirement Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
in this Registration Statement:
1. The Annual Report on Form 10-K of Tristar
Corporation, a Delaware corporation (the "Registrant"), for the year ended
August 31, 1996;
2. The Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1996 and March 1, 1997;
3. The description of the Registrant's Common Stock,
$.01 par value, set forth under the caption "Description of Capital Stock"
contained in the Registrant's Form 8-A, filed by the Registrant with the
Securities Exchange Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") on January 15, 1985.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof
and 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 a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers
the Registrant to, and the Bylaws of the Registrant provide that it shall,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
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him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to be the
best interest of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; except
that, in the case of an action or suit by or in the right of the Registrant, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Registrant unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 - Certificate of Incorporation of the Registrant, as
amended (incorporated by reference from Exhibit 3.1
to the Report on Form 8-K dated August 31, 1995).
4.2 - Bylaws of the Registrant (amended as of August 14,
1992) (incorporated by reference from Exhibit 3.2
to the Annual Report on Form 10-K for the year
ended August 31, 1992).
4.3 - Form of Common Stock certificate (incorporated by
reference from Exhibit 4.2 to the Quarterly Report
on Form 10-Q for the quarterly period ended
February 28, 1993).
4.4 - Non-Qualified Stock Option Agreement dated October
20, 1992, between Tristar Corporation and Loren M.
Eltiste (incorporated by reference to Exhibit 10.26
of the Annual Report on Form 10-K for the year
ended August 31, 1993).
4.5 - Non-Qualified Stock Option Agreement dated April
19, 1996, between Tristar Corporation and Viren S.
Sheth (incorporated by reference from Exhibit 10.29
to the Annual Report on Form 10-K for the fiscal
year ended August 31, 1996).
*4.6 - Tristar Corporation 401(k) Retirement Plan.
*5.1 - Opinion of Fulbright & Jaworski L.L.P. as to the
legality of the securities being registered.
*23.1 - Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
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*23.2 - Consent of KPMG Peat Marwick L.L.P.
*24.1 - Powers of Attorney from the members of the Board of
Directors of the Registrant (contained on page 7
hereof).
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* filed herewith
ITEM 9. UNDERTAKINGS
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, as amended (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 hereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(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 this Registration Statement;
Provided, however, that paragraphs (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 Exchange Act, that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, 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.
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 that is incorporated by reference in this Registration Statement
shall be deemed to be a new
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registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 San Antonio, State of Texas, on April 28, 1997.
TRISTAR CORPORATION
By: /s/ Viren S. Sheth
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Viren S. Sheth,
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Viren S. Sheth and Loren M.
Eltiste, or either of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same and all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, 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, 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 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Viren S. Sheth President, Chief Executive April 28, 1997
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Viren S. Sheth Officer and a Director
(Principal Executive Officer)
/s/ Loren M. Eltiste Vice-President and Chief April 28, 1997
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Loren M. Eltiste Financial Officer (Principal
Financial and Accounting Officer)
/s/ Richard P. Rifenburgh Director April 28, 1997
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Richard P. Rifenburgh
/s/ Robert R. Sparacino Director April 28, 1997
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Robert R. Sparacino
/s/ Aaron Zutler Director April 28, 1997
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Aaron Zutler
/s/ Jay J. Sheth Director April 28, 1997
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Jay J. Sheth
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
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4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference from Exhibit 3.1 to the Report on
Form 8-K dated August 31, 1995).
4.2 Bylaws of the Registrant (amended as of August 14, 1992)
(incorporated by reference from Exhibit 3.2 to the Annual
Report on Form 10-K for the year ended August 31, 1992).
4.3 Form of Common Stock certificate (incorporated by reference
from Exhibit 4.2 to the Quarterly Report on Form 10-Q for the
quarterly period ended February 28, 1993).
4.4 Non-Qualified Stock Option Agreement dated October 20, 1992,
between Tristar Corporation and Loren M. Eltiste (incorporated
by reference to Exhibit 10.26 of the Annual Report on Form 10-K
for the year ended August 31, 1993).
4.5 Non-Qualified Stock Option Agreement dated April 19, 1996,
between Tristar Corporation and Viren S. Sheth (incorporated by
reference from Exhibit 10.29 to the Annual Report on Form 10-K
for the fiscal year ended August 31, 1996).
*4.6 Tristar Corporation 401(k) Retirement Plan
*5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of
the securities being registered.
*23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
*23.2 Consent of KPMG Peat Marwick L.L.P.
*24.1 Powers of Attorney from the members of the Board of Directors
of the Registrant (contained on page 7 hereof).
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* filed herewith
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