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As filed with the Securities and Exchange Commission on February 19, 1999
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 1999 STOCK PURCHASE 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)........ 500,000 shares(2) (3) $1,343,750 (3) $374
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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. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Wells-Gardner Electronics Corporation 1999 Stock Purchase Plan (the
"Plan").
(2) Represents shares issuable upon exercise of outstanding options under the
Plan.
(3) The amounts are based upon the average of the high and low sales price of
the Common Stock as reported on the American Stock Exchange on February 11,
1999 of $2.6875 with respect to the exercise of options for 500,000 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 1999 Stock
Purchase 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, June 30, 1998 and September 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 1999 Stock Purchase Plan
(the "Plan").
4.2 Form of Stock Purchase 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 LLP with respect to the Company's financial
statements.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99 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
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 19th day of
February, 1999.
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, George Toma 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 February 19, 1999.
SIGNATURE TITLE
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Chairman of the Board, President and Chief
/s/ ANTHONY SPIER Executive Officer (Principal Executive
- ------------------------------- Officer) and a Director
Anthony Spier
Chief Financial Officer and Treasurer
/s/ GEORGE B. TOMA (Principal Financial and Accounting
- ------------------------------- Officer)
George B. Toma
Executive Vice President, General Manager
/s/ RANDALL S. WELLS and a Director
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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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SIGNATURE TITLE
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/s/ MARSHALL BURMAN Director
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Marshall Burman
Director
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Jerry Kalov
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SEQUENTIAL
EXHIBITS DESCRIPTION PAGE NO.
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4.1 Wells-Gardner Electronics Corporation 1999 Stock Purchase Plan (the "Plan"). 9
4.2 Form of Stock Option Agreement for the Plan. 32
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). 38
23.1 Consent of KPMG LLP with respect to the Company's financial
statements. 40
24 Power of Attorney (included on the signature page of this
Registration Statement). __
99 Description of Capital Stock. 41
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