1
As filed with the Securities and Exchange Commission on April 28, 1997
Registration No. 333-______________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
C. H. Heist Corp.
(Exact name of registrant as specified in its charter)
New York 16-0803301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
810 North Belcher Road, Clearwater, Florida 34625
(Address of Principal Executive Offices) (Zip Code)
---------------
C.H. Heist Corp.
LEVERAGED STOCK OPTION PLAN
(Full title of the plan)
---------------
JOHN L. ROWLEY
Vice President-Finance
C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 34625
(Name and address of agent for service)
(813) 461-5656
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Title of Amount Proposed Amount of
securities to to be maximum aggregate registration
be registered registered(1) offering price(2) fee
- --------------------------------------------------------------------------------------
Common
Stock
$.05 par value 375,000 shares $2,671,875 $810
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee,
based on the closing price per share of the Company's shares on the
American Stock Exchange on April 25, 1997, which price was
$7.125.
2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated
by reference in the registration statement. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of the filing of such documents.
(a) The Registrant's Report on Form 10-K for the year ended
December 29, 1996 (the "1996 10-K");
(b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the 1996 10-K; and
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed pursuant to the
Exchange Act.
Item 6. Indemnification of Directors and Officers.
Section 722 of the New York Business Corporation Law (the "BCL")
generally provides that a corporation shall have the power to indemnify any
person made party to an action by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a director or
officer of the corporation against the reasonable expenses, including attorney's
fees, actually and necessarily incurred by him in connection with the defense of
such action, or in connection with an appeal therein, except in relation to
matters as to which such director or officer is adjudged to have breached his
duty to the corporation under BCL Section 717. BCL Section 723 generally
provides that a corporation shall have the power to indemnify any person made,
or threatened to be made, a party to any action or proceeding other than one by
or in the right of the corporation to procure a judgment in its favor, whether
civil or criminal, including an action by or in the right of any other
corporation with which any director or officer of the corporation served in any
capacity at the request of the corporation, by reason of the fact that he was a
director or officer of the corporation, or served such other corporation in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney's fees, actually and necessarily incurred by him as
a result of such action or proceeding, or any appeal therein, if he acted in
good faith, for a purpose which he reasonably believed to be in the best
interest of the corporation, and, in addition, in criminal actions or
proceedings if he had no reasonable cause to believe that this conduct was
unlawful. Article VII of the Company's By-laws requires the Company to indemnify
its officers and directors to the fullest extent in accordance with and as
permitted by law for the defense of civil and criminal proceedings against them
by reason of their service as officers or directors.
Section 402 of the BCL generally provides that a corporation's
certificate of incorporation may set forth a provision eliminating or limiting
the personal liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall eliminate or limit the liability of any director if a judgment or other
final adjudication adverse to him establishes that his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that he personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the BCL
(generally, unlawful dividends or distributions, share repurchases,
distributions
II-1
3
after dissolution, or loans). Article Fourteenth of the Company's Certificate of
Incorporation provides that, to the extent permitted by the BCL (or any statute
succeeding such law) as such law exists or may be amended, no director of the
Company shall be liable to the Company or its shareholders for damages for any
breach of fiduciary duty in such capacity occurring during the time such Article
Fourteenth shall be in effect.
The BCL also empowers the Company to purchase and maintain certain
types of directors' and officers' liability insurance, and the Company has
purchased such insurance.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(a) Leveraged Stock Option Plan
5 Opinion of Baker & Hostetler LLP
15 Letter re unaudited interim financial information
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Baker & Hostetler LLP (included in
opinion filed as Exhibit 5 hereto)
- ------------------
Item 9. Undertakings
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 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Act"), 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; and
(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.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
II-2
4
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.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
II-3
5
SIGNATURES
THE REGISTRANT. 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 Clearwater, State of Florida, on
April 28, 1997
C.H. HEIST CORP.
By: /s/ Charles H. Heist
---------------------
Charles H. Heist,
Chairman of the Board and
President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on April ___, 1997, by the following
persons in the capacities indicated.
/s/ Charles H. Heist /s/ Richard W. Roberson
- ------------------------ ----------------------------
Charles H. Heist, Richard W. Roberson,
Chairman of the Board Director
and President
/s/ Brian J. Lipke /s/ Chauncey D. Leake, Jr.
- ------------------------ ----------------------------
Brian J. Lipke, Chauncey D. Leake, Jr.,
Director Director
/s/ John L. Rowley /s/ Charles E. Scharlau
- ------------------------ ----------------------------
John L. Rowley, Charles E. Scharlau,
Vice President-Finance Director
(Principal Financial and
Accounting Officer and Director)
/s/ Ronald K. Leirvik
- ------------------------
Ronald K. Leirvik,
Director
II-4
6
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4(a) Leveraged Stock Option Plan
5 Opinion of Baker & Hostetler LLP
15 Letter re unaudited interim financial information
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Baker & Hostetler LLP (included in
Opinion filed as Exhibit 5 hereto)