1
As Filed With the Securities and Exchange Commission
on March 3, 1997
Registration No. 333-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
DEVLIEG-BULLARD, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
62-1270573
(I.R.S. Employer Identification No.)
ONE GORHAM ISLAND
WESTPORT, CONNECTICUT 06880
(Address of Principal Executive Offices including zip code)
DEVLIEG-BULLARD, INC.
1991 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
WILLIAM O. THOMAS
ONE GORHAM ISLAND
WESTPORT, CONNECTICUT 06880
(Name and address of agent for service)
(203) 221-8201
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered registered offering price per share aggregate offering price fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock (1) 15,000 shares $3.1875 $47,813 $14.49
====================================================================================================================================
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, and are based upon the average of the high and low prices per
share of the Registrant's Common Stock as reported on The Nasdaq Stock
Market's National Market on February 27, 1997.
2
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of common stock, $.01
par value per share, of DeVlieg-Bullard, Inc., a Delaware corporation (the
"Registrant"), for the Registrant's 1991 Stock Option Plan for Outside
Directors, as amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration No. 33-54608)
previously filed by the Registrant with the Securities and Exchange Commission
on November 17, 1992, is hereby incorporated by reference herein.
Item 8. Exhibits
Exhibit Number Description
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5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
II-2
3
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 Stamford, State of Connecticut, on this 27th day of
February, 1997.
DEVLIEG-BULLARD, INC.
By: /s/ Lawrence M. Murray
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Lawrence M. Murray,
Vice President, Chief Financial Officer and Secretary
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Charles E. Bradley and Lawrence M. Murray,
and each of them, his true and lawful attorneys-in-fact and agents, 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 to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorney-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 substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Chairman of the Board
- ----------------------------------------
Charles E. Bradley
/s/ William O. Thomas President, Chief Executive Officer February 27, 1997
- ---------------------------------------- and Director (Principal Executive
William O. Thomas Officer)
/s/ Lawrence M. Murray Vice President, Chief Financial February 27, 1997
- --------------------------------------- Officer and Secretary (Principal
Lawrence M. Murray Financial and Accounting Officer)
Director
- ---------------------------------------
Burton C. Borgelt
Director
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Thomas L. Cassidy
/s/ George A. Chandler Director February 27, 1997
- ---------------------------------------
George A. Chandler
II-3
4
Signature Title Date
- --------- ----- ----
/s/ John R. Kennedy Director February 27, 1997
- ---------------------------------------
John R. Kennedy
/s/ John E. McConnaughy, Jr. Director February 27, 1997
- ---------------------------------------
John E. McConnaughy, Jr.
/s/ John G. Poole Director February 27, 1997
- ---------------------------------------
John G. Poole
II-4
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)