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As filed with the Securities and Exchange Commission on October 21, 1998
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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.)
78 CHERRY HILL DRIVE
BEVERLY, MASSACHUSETTS 01915
(978) 524-6700
(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
78 Cherry Hill Drive
Beverly, MA 01915
(978) 524-6700
(Name and address of agent for service)
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Copies to
LORI M. HENDERSON
VICE PRESIDENT AND CORPORATE COUNSEL
C.P. Clare Corporation
78 Cherry Hill Drive
Beverly, MA 01915
(978) 524-6700
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE FEE
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Common Stock 500,000 $4.15625(2) $2,078,125 $613.05
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(1) Plus such additional number of shares as may be required pursuant to the
CP Clare Corporation 1995 Stock Option and Incentive Plan, as amended in
the event of a stock dividend, stock split, split-up, recapitalization or
other similar event.
(2) This estimate is made pursuant to Rules 457 (c) and (h) 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 20,
1998, utilizing the average of the high and low sale prices reported on the
NASDAQ National Market on the date.
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 1,200,266
shares of Common Stock which may be issued pursuant to the Plan and the
registration statement on Form S-8, file No. 333-15097, filed with the
Securities and Exchange Commission on October 30, 1996 covering 1,000,000 shares
of Common Stock which may be issued pursuant to the Plan. This Registration
Statement covers up to 500,000 additional shares of Common Stock which may be
issued pursuant to the Plan.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit No.
5.1 Opinion of Lori M. Henderson, Esq. as to the legality of 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 of 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 Beverly, Commonwealth of Massachusetts, on
October 21, 1998.
C.P. CLARE CORPORATION
By: /s/ Arthur Buckland
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 Thomas Sager, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him in his
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 Officer October 21, 1998
- ---------------------------- (Principal Executive Officer)
Arthur Buckland
/s/ Thomas B. Sager Vice President and Chief October 21, 1998
- ---------------------------- Financial Officer (Principal
Thomas B. Sager Financial and Accounting Officer)
/s/ Winston R. Hindle, Jr. Director October 21, 1998
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Winston R. Hindle, Jr.
/s/ James K. Sims Director October 21, 1998
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James K. Sims
/s/ John G. Turner Director October 21, 1998
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John G. Turner
/s/ Clemente C. Tiampo Director October 21, 1998
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Clemente C. Tiampo