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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1997
REGISTRATION 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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REPTRON ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 38-2081116
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
14401 MCCORMICK DRIVE, TAMPA, FLORIDA 33626
(Address of Principal Executive Office) (Zip Code)
REPTRON ELECTRONICS, INC.
401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
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PAUL J. PLANTE
CHIEF FINANCIAL OFFICER
REPTRON ELECTRONICS, INC.
14401 MCCORMICK DRIVE
TAMPA, FLORIDA 33626
(Name and address of agent for service)
(813) 854-2351
(Telephone number, including area code, of agent for service)
Copies of all communications to:
MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2050
TAMPA, FLORIDA 33602
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. X
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
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Participation interests in the
Reptron Electronics, Inc. 401(k) * * * $0.00
Retirement Savings Plan
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* Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers an indeterminate amount
of interests to be offered or sold pursuant to the Reptron Electronics, Inc.
401(k) Retirement Savings Plan, which plan will be purchasing shares of the
Common Stock, par value $.01 per share, of Reptron Electronics, Inc. in the
open market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant,
Reptron Electronics, Inc., a Florida corporation, are incorporated by reference
in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made in respect of any claim as to which such person is adjudged liable
unless a court of competent jurisdiction determines upon application that such
person is fairly and reasonably entitled to indemnity. To the extent that any
officers or directors are successful on the merits or otherwise in the defense
of any of the proceedings described above, the Florida Act provides that the
corporation is required to indemnify such officers or directors against expenses
actually and reasonably incurred in connection therewith. However, the Florida
Act further provides that, in general, indemnification or advancement of
expenses shall not be made to or on behalf of any officer or director if a
judgment or other final adjudication establishes that his actions, or omissions
to act, were material to the cause of action so adjudicated and constitute: (i)
a violation of the criminal law, unless the director or officer had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by
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or in the right of the corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder. Article VIII of the Registrant's
Bylaws provides that the Registrant shall indemnify any director, officer,
employee or agent or any former director, officer, employee or agent.
The Registrant has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Registrant.*
4.2 Bylaws of the Registrant.*
4.3 Form of Stock Certificate for the Common Stock of the
Registrant.*
4.4 Reptron Electronics, Inc. 401(k) Retirement Savings Plan.
5.1 (See undertaking under Item 9(b) below.)
23.1 Consent of Grant Thornton LLP.
24.1 Powers of Attorney (included on signature page).
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* Filed with the Registrant's Registration Statement on Form S-1, dated
February 8, 1994, Registration Statement No. 33-75040, as amended by
amendments filed March 16, 1994, and March 25, 1994, and incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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;
(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)(1)(i) and (a)(1)(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 by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
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(2) 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
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) 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.
(b) To submit the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and to make all changes required by
the IRS in order to qualify the Plan.
(c) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant'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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 and will be governed by the final
adjudication of such issue. Pursuant to the requirements of the Securities Act
of 1933, this Post Effective Amendment No. 1 to the Registration Statement has
been signed on behalf of the Plan Administrator by the following persons in the
capacities and on the dates indicated.
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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 Tampa, State of Florida, on June 6, 1997.
REPTRON ELECTRONICS, INC.
By: /s/ Michael L. Musto
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Michael L. Musto, President and Chief
Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Paul J. Plante and William L.
Elson, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may 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.
Signatures Title Date
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/s/ Michael L. Musto President, Chief Executive Officer, and June 6, 1997
- --------------------------------------- Director (Principal Executive Officer)
Michael L. Musto
/s/ Paul J. Plante Chief Operating Officer, Chief Financial June 6, 1997
- --------------------------------------- Officer, and Director (Principal Financial
Paul J. Plante and Accounting Officer)
/s/ Leigh A. Adams Secretary and Director June 6, 1997
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Leigh A. Adams
/s/ William L. Elson Director June 6, 1997
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William L. Elson
/s/ Barry M. Alpert Director June 6, 1997
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Barry M. Alpert
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on behalf of the Plan Administrator by
the following persons in the capacities and on the dates indicated.
Signatures Title Date
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/s/ Paul J. Plante Chief Financial Officer June 6, 1997
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Paul J. Plante
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INDEX TO EXHIBITS
4.1 Certificate of Incorporation of the Registrant.*
4.2 Bylaws of the Registrant.*
4.3 Form of Stock Certificate for the Common Stock of the Registrant.*
4.4 Reptron Electronics, Inc. 401(k) Retirement Savings Plan.
23.1 Consent of Grant Thornton LLP.
24.1 Powers of Attorney (included on signature page).
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* Filed with the Registrant's Registration Statement on Form S-1, dated
February 8, 1994, Registration Statement No. 33-75040, as amended by
amendments filed March 16, 1994, and March 25, 1994, and incorporated
herein by reference.
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