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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1998
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
WELLS-GARDNER ELECTRONICS
CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ILLINOIS 36-1944630
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION
OF INCORPORATION OR ORGANIZATION) NUMBER)
2701 NORTH KILDARE AVENUE, CHICAGO, ILLINOIS 60639, (773) 252-8220
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
WELLS-GARDNER ELECTRONICS CORPORATION 1998 INCENTIVE STOCK PLAN
(FULL TITLE OF PLAN)
ANTHONY SPIER
2701 NORTH KILDARE AVENUE, CHICAGO, ILLINOIS 60639, (773) 252-8220
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
DAVID J. KAUFMAN, ESQ.
KATTEN MUCHIN & ZAVIS
525 W. MONROE, SUITE 1600
CHICAGO, IL 60661-3693
FAX NUMBER: (312) 902-1061
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
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Common Stock, $1.00 par value (2)........ 600,000 shares(2) (3) $2,764,140 (3) $954
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(1) Includes an indeterminate number of shares of Wells-Gardner Electronics
Corporation Common Stock that may be issuable by reason of stock splits,
stock dividends or similar transactions.
(2) Represents shares issuable upon exercise of outstanding options under the
Wells-Gardner Electronics Corporation 1998 Incentive Stock Plan
(the "Plan").
(3) The amounts are based upon the exercise of options for 252,500 shares at
the price of $4.625 per share and the average of the high and low sales
price of the Common Stock as reported on the American Stock Exchange on
August 14, 1998 of $4.59375 with respect to the exercise of options for
347,500 shares and are used solely for purposes of calculating the
registration fee pursuant to Rule 457 under the Securities Act of 1933.
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EXPLANATORY STATEMENT
The information called for in Part I of Form S-8 is currently included
in the prospectus for the Wells-Gardner Electronics Corporation 1998 Incentive
Stock Plan (the "Plan") and is not being filed with or included in this Form
S-8 in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Company with the
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and are incorporated in this Registration Statement by reference:
1. The Company's annual report on Form 10-K for the fiscal year
ended December 31, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1998 and June 30, 1998;
3. The Company Report of Form 8-K dated June 16, 1998, as amended
on August 5, 1998.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof
and prior to the filing of a post-effective amendment indicating that all
securities offered pursuant to this Registration Statement have been sold or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Illinois Business Corporation Act provide
that the Registrant may indemnify the directors and officers of the Registrant
and affiliated companies against liabilities and expenses incurred by reason of
the fact that such persons were serving in such capacities, subject to certain
limitations and conditions set forth in the statute. Article X of the By-Laws
of the Registrant provides that the Registrant shall indemnify its directors
and officers to the fullest extent permitted by Illinois law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Wells-Gardner Electronics Corporation 1998 Incentive Stock
Plan (the "Plan").
4.2 Form of Incentive Stock Option Agreement for the Plan.
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4.3 Articles of Incorporation of the Company, as amended, filed as
Exhibit 3.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, and incorporated herein by
reference.
4.4 By-Laws of the Company, as amended, filed as Exhibit 3.2 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference.
5 Opinion of counsel as to legality of shares of Common Stock
being offered (including consent).
23.1 Consent of KPMG Peat Marwick LLP with respect to the Company's
financial statements.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Description of Capital Stock.
ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) 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 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)(i) and (a)(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 with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(b) 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.
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(c) 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.
2. The Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 of 1933 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
Company 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 Chicago, State of Illinois, on this 21st day of
August, 1998.
WELLS-GARDNER ELECTRONICS CORPORATION
By: /S/ ANTHONY SPIER
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Anthony Spier
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Anthony Spier and Randall S. Wells, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, to sign
on his behalf, individually and in each capacity stated below, all amendments
and post-effective amendments to this Registration Statement on Form S-8
(including registration statements filed pursuant to Rule 462(b) under the
Securities Act of 1933, and all amendments thereto) and to file the same, with
all exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, granting
unto 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 and to all intents and purposes as each might or
could do in person, hereby ratifying and confirming each act that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 21, 1998.
SIGNATURE TITLE
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/S/ ANTHONY SPIER Chairman of the Board, President and Chief Executive
- ----------------------------- Officer (Principal Executive Officer) and a Director
Anthony Spier
/S/ GEORGE B. TOMA Chief Financial Officer, Controller and Treasurer
- ------------------------------ (Principal Financial and Accounting Officer)
George B. Toma
/S/ RANDALL S. WELLS Executive Vice President, General Manager and a
- ------------------------------ Director
Randall S. Wells
/S/ JAMES J. ROBERTS, JR. Director
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James J. Roberts, Jr.
/S/ ERNEST R. WISH Director
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Ernest R. Wish
/S/ JOHN R. BLOUIN Director
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John R. Blouin
/S/ IRA J. KAUFMAN Director
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Ira J. Kaufman
/S/ FRANK R. MARTIN Director
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Frank R. Martin
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EXHIBIT INDEX
SEQUENTIAL
EXHIBITS DESCRIPTION PAGE NO.
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4.1 Wells-Gardner Electronics Corporation 1998 Stock Incentive Plan (the "Plan"). 8
4.2 Form of Incentive Stock Option Agreement for the Plan. 43
5 Opinion of counsel as to legality of shares of Common Stock being offered (including
consent). 48
23.1 Consent of KPMG Peat Marwick LLP with respect to the Company's financial statements. 51
24 Power of Attorney (included on the signature page of this Registration Statement). -
99.1 Description of Capital Stock 53
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