FORM S-8
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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COHESANT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1775913
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5845 WEST 82ND STREET
SUITE 102
INDIANAPOLIS, INDIANA 46278
(Address of principal executive offices)
COHESANT TECHNOLOGIES INC.
1994 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
MORRIS H. WHEELER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
COHESANT TECHNOLOGIES INC.
5845 WEST 82ND STREET
INDIANAPOLIS, INDIANA 46278
(317) 875-5592
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
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Common Shares 184,000 $3.85* $708,400 $57.31
$.001 par value
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* Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended.
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The prospectus pertaining to this registration statement shall also
relate to Registration Statements 333-85010 which also registered shares
issuable under the 1994 Employee Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (a) the Registrant's Annual Report on Form 10-KSB for the
year ended November 30, 2002; (b) the Registrant's Quarterly Report on Form
10-QSB for the quarter ended February 28, 2003; and (c) a description of the
Registrant's Common Shares set forth in the Registrant's Registration Statement
on Form SB-2 filed with the Commission under the Securities Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered 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.
The Registrant also incorporates by reference the contents of
Registration Statement 333-85010 which registered securities of the same class
of the securities covered by this Registration Statement and which are issuable
under the Registrant's 1994 Employee Stock Option Plan.
Item 4. - Item 7.
Not applicable per General Instruction E.
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the Exhibit
Index on page 4 of this Registration Statement.
Item 9. UNDERTAKINGS
Not applicable per General Instruction E.
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 Cleveland, State of Ohio, on the 16th day of June,
2003.
COHESANT TECHNOLOGIES INC.
By: /s/ Morris H. Wheeler
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Morris H. Wheeler, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 16 day of June, 2003 by the
following persons in the capacities indicated.
Michael L. Boeckman, Director
Dwight D. Goodman, Chairman of the Board
Richard L. Immerman, Director
Robert W. Pawlak, Vice President and Chief Financial Officer
Morris H. Wheeler, President, Chief Executive Officer and Director
The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 pursuant to Powers of Attorney executed by the above-named
Officers and Directors of the Registrant and which are being filed herewith with
the Securities and Exchange Commission on behalf of such officers and directors.
By: /s/ Morris H. Wheeler
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Morris H. Wheeler, Attorney-in-fact
Date: June 16, 2003
COHESANT TECHNOLOGIES INC.
INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Kahn Kleinman, a Legal Professional Association, as
to the legality of shares of Common Stock being registered
23.1 Consent of Kahn Kleinman, a Legal Professional Association
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Powers of Attorney of Directors and Officers