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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Rockford Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Arizona 86-0394353
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
546 South Rockford Drive, Tempe, Arizona 85281
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(Address of Principal Executive Offices) (Zip Code)
Rockford Corporation 1994 Stock Option Plan
Rockford Corporation 1997 Stock Option Plan
Rockford Corporation 1999 Employee Stock Purchase Plan
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(Full Title of the Plan)
W. Gary Suttle
Rockford Corporation
546 South Rockford Drive
Tempe, Arizona 85281
With a copy to:
Kevin Olson
Steptoe & Johnson LLP
40 N. Central Ave., Suite 2400
Phoenix, Arizona 85004
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(Name and Address of Agent for Service)
(480) 967-3565 or (800) 366-2349
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit (1) Price Fee
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Common Stock par 2,416,816 $5.25 $12,688,284 $3,349.70
value $0.01 per share
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Exchange
Act of 1933 on the basis of the average of the high and low prices for shares of
Common Stock on October 16, 2000.
Pursuant to Rule 416(a) of the Securities Act, this registration
statement shall be deemed to cover an indeterminable number of additional shares
that may become issuable pursuant to the anti-dilution provisions of the plans
(the "Plans") listed above.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This registration statement omits the information specified in Part I
of Form S-8, as permitted by Rule 428 under the Securities Act.
We will deliver the documents containing the information specified in
Part I to our employees as required by Form S-8 and Rule 428(b). We are not
filing the documents as part of this registration statement or as prospectus or
prospectus supplements pursuant to Rule 424 under the Securities Act. The
documents, and the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
Pursuant to General Instruction C of Form S-8 we have filed with this
Registration Statement a Reoffer Prospectus meeting the requirements of Part I
of Form S-3 and relating to the reoffer by certain individuals of shares of our
common stock acquired pursuant to the exercise of options granted under our 1994
and 1997 Stock Option Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into, and
are part of, this Registration Statement:
(a) our Registration Statement on Form S-1 (file no. 333-79285)
filed pursuant to the Securities Act of 1933 as declared
effective on April 19, 2000;
(b) our Prospectus dated April 20, 2000, filed pursuant to Rule
424(b)(1);
(c) our quarterly reports on form 10-Q:
- for the period ending March 31, 2000, filed on May
31, 2000; and
- for the period ending June 30, 2000 filed on August
11, 2000; and
(e) all documents that we file pursuant to Sections 13(a), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, from their date of filing, except
that incorporation of these documents will cease when we file
a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or
de-registering all securities then remaining unsold.
While the offering under this Registration Statement continues, all of
the documents enumerated above shall cease to be incorporated by reference in,
or be a part of, this Registration Statement after we file our Annual Report on
Form 10-K covering the year in which they were filed.
The description of our capital stock contained in our Registration
Statement on Form 8-A filed on June 29, 1999, with the Securities and Exchange
Commission pursuant to Section 12 of the Securities Exchange Act of 1934 is
hereby incorporated by reference into, and is part of, this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our articles of incorporation limit, to the maximum extent permitted by
Arizona law, the liability of our directors for monetary damages arising from a
breach of their duties as directors. The limitation of liability does not affect
the availability of equitable remedies, such as injunctive relief or rescission.
Our articles of incorporation require us to indemnify our directors and
officers, to the maximum extent permitted by Arizona law, against liability
arising against them for acts or omissions within the scope of their authority
as directors or officers. Indemnification is prohibited if our board of
directors finds that the person's action or omission was willful, grossly
negligent, or with fraudulent or criminal intent, or for liabilities under the
Securities Act of 1933. Under Arizona law, we may indemnify a director or
officer against liability incurred on account of service to us, if the director
or officer:
- conducted himself or herself in good faith;
- reasonably believed that his or her conduct (a) if in an
official capacity, was in our best interests or (b) if in any
other capacity, was not opposed to our best interests;
- in the case of any criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful; and
- did not improperly receive personal benefit.
We have also entered into indemnification agreements with each of our
directors. These agreements generally obligate us to indemnify them for
liability incurred by them as a result of their services as directors, unless
(a) their liability arises as a result of their fraud, deliberate dishonesty or
willful misconduct or (b) Arizona law prohibits indemnification. We currently
maintain liability insurance for our directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
We issued the shares of our Common Stock covered by the Reoffer
Prospectus under our 1994 and 1997 Stock Option Plans. The issuance of those
shares was exempt from registration pursuant to Rule 701 of the Securities Act
of 1933.
ITEM 8. EXHIBITS.
4.1 Reoffer Prospectus
4.2 1994 Stock Option Plan
4.3 1997 Stock Option Plan
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4.4 Employee Stock Purchase Plan, as amended, dated September 1, 1999
4.5 Forms of 1994 Incentive Stock Option Agreement and Non-Qualified Stock
Option Agreement
4.6 Forms of 1997 Incentive Stock Option Agreement and Non-Qualified Stock
Option Agreement
5 Opinion of Steptoe & Johnson LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Steptoe & Johnson LLP (included as part of Exhibit 5)
24 Power of Attorney (included on signature page of Form S-8)
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(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, represents 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 (i) and (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 us pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement.
(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 therein, 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.
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(b) We hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of our annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have
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 our payment of
expenses incurred or paid by one of our directors, officers or
controlling persons 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 offered, we will, unless in the
opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by us is against public policy as
expressed in the Act 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
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 Tempe, State of Arizona, on October 17, 2000.
ROCKFORD CORPORATION
By: /s/ W. Gary Suttle
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W. Gary Suttle
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints W. Gary Suttle and James M.
Thomson, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to sign any registration
statement for the same offering covered by this registration statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, 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 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 his 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, the
following persons have signed this Registration Statement in the capacities and
on the dates indicated.
Name Title Date
/s/ W. Gary Suttle President, Chief Executive October 12, 2000
- ------------------------------------ Officer, Treasurer and Director
W. Gary Suttle (Principal Executive Officer)
/s/ James M. Thomson Vice President of Finance and October 12, 2000
- ------------------------------------ Chief Financial Officer, Secretary
James M. Thomson (Principal Financial Officer)
/s/ D. Lynn Thrower Corporate Controller October 12, 2000
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D. Lynn Thrower
/s/ Jerry E. Goldress Director October 12, 2000
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Jerry E. Goldress
/s/ Timothy C. Bartol Director October 12, 2000
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Timothy C. Bartol
/s/ Nicholas G. Bartol Director October 12, 2000
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Nicholas G. Bartol
/s/ Ralph B. Godfrey Director October 13, 2000
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Ralph B. Godfrey
/s/ John P. Lloyd Director October 12, 2000
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John P. Lloyd
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EXHIBIT INDEX
Exhibit Number Description of Document
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4.1 Reoffer Prospectus
4.2 1994 Stock Option Plan
4.3 1997 Stock Option Plan
4.4 Employee Stock Purchase Plan, as amended, dated September 1, 1999
4.5 Forms of 1994 Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement
4.6 Forms of 1997 Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement
5 Opinion of Steptoe & Johnson LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Steptoe & Johnson LLP (included as part of Exhibit 5)
24 Power of Attorney (included on signature page of Form S-8)
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