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As filed with the Securities and Exchange Commission on October 30, 1996
Registration Statement No. 33 -
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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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C.P. CLARE CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2561471
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Indemnification No.)
430 BEDFORD STREET
LEXINGTON, MASSACHUSETTS 02173
(Address of principal executive offices) (Zip Code)
C.P. CLARE CORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
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ARTHUR BUCKLAND
PRESIDENT AND CHIEF EXECUTIVE OFFICER
430 Bedford Street
Lexington, MA 02173
(Name and address of agent for service)
(617) 863-8700
(Telephone number, including area code, of agent for service)
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Copies to
LORI M. HENDERSON
CORPORATE COUNSEL
C.P. Clare Corporation
430 Bedford Street
Lexington, MA 02173
(617) 863-8700
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Registration fee
Share (2) Offering Price
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Common Stock, 1,000,000 $8.375 $8,375,000 $2,537.88
$0.01 par value
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<FN>
(1) Plus such additional number of shares as may be required pursuant to the option plan in the event
of a stock dividend, stock split, split-up, recapitalizaton or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933,
as amended, solely for the purpose of determining the amount of the registration fee and is based
solely upon the market value of outstanding shares of the Company's common stock on October 25,
1996, utilizing the average of the high and low sale prices reported on the Nasdaq National Market
on that date.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to shares of the Common
Stock, par value $.01 per share (the "Common Stock"), of C.P. Clare Corporation
(the "Company") which may be issued under the Company's 1995 Stock Option and
Incentive Plan, as amended (the "Plan"). The Company hereby incorporates by
reference the registration statement on Form S-8, File No. 33-94038, filed with
the Securities and Exchange Commission on June 28, 1995 covering 1,220,266
shares of Common Stock which may be issued pursuant to the Plan. This
Registration Statement covers up to 1,000,000 additional shares of Common Stock
which may be issued pursuant to the Plan.
ITEM 8. EXHIBITS
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The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit No.
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Arthur Andersen LLP, Independent Public Accounts.
24.1 Power of Attorney (included in signature page of this registration
statement).
99.1 C.P. Clare Corporation 1995 Stock Option and Incentive Plan, as amended.
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EXHIBIT INDEX
Exhibit No.
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants
24.1 Power of Attorney (included in signature page of this
registration statement)
99.1 C.P. Clare Corporation 1995 Stock Option and Incentive Plan,
as amended.
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SIGNATURES
Pursuant to the requirements on the Securities Act of 1933, as amended, the
registrant certifies that is 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 Town of Lexington, Commonwealth of Massachusetts, on October
30, 1996
C.P. CLARE CORPORATION
By: /s/ Arthur Buckland
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Arthur Buckland
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints Arthur
Buckland and Jacqueline Arthur, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in this
name, place and stead, in any and all capacities to sign any or all amendments
or 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 each of said
attorneys-in-fact and agents 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 attorneys-in-fact and
agents or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
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/s/ Arthur Buckland President, Chief Executive October 30, 1996
- --------------------------- Officer and Chairman of the
Arthur Buckland Board (Principal Executive
Officer)
/s/ Jacqueline Arthur Vice President and Chief October 30, 1996
- --------------------------- Financial Officer (Principal
Jacqueline Arthur Financial and Accounting
Officer)
/s/ Winston R. Hindle, Jr. Director October 30, 1996
- ---------------------------
Winston R. Hindle, Jr.
/s/ James K. Sims
- --------------------------- Director October 30, 1996
James K. Sims
/s/ John G. Turner
- --------------------------- Director October 30, 1996
John G. Turner
/s/ Clemente C. Tiampo
- --------------------------- Director October 30, 1996
Clemente C. Tiampo