333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPTICAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1237042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5290 Concourse Drive
Roanoke, Virginia 24019
(540) 265-0690
(Address, including zip code and telephone number,
of Principal Executive Offices)
OPTICAL CABLE CORPORATION
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
Robert Kopstein
Chairman of the Board,
President and Chief Executive Officer
Optical Cable Corporation
5290 Concourse Drive
Roanoke, Virginia 24019
(540) 265-0690
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to
Leslie A. Grandis, Esquire
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.
This is page 1 of 40 pages.
Exhibit Index appears on page 11
CALCULATION OF REGISTRATION FEE
============== =============== ================ =============== ===============
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
============== ================== ================ =============== ================
Common Stock
no par value 4,000,000 (1) $9.125(2) $36,500,000 $12,586.21
============== ================== ================ =============== ================
(1) Represents the maximum number of shares of Common Stock of Optical
Cable Corporation (the "Company") that may be offered and sold hereunder.
(2) Estimated solely for purposes of calculating the registration fee.
Based on the average of the high and low prices for the Common Stock reported on
NASDAQ on July 30, 1996.
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company and the Optical Cable Corporation 1996 Stock Incentive Plan
(the "Plan") hereby incorporate by reference into this Registration Statement
the documents listed below which have been filed with the Securities and
Exchange Commission.
(a) The Company's prospectus, dated March 6, 1996 with respect to
1,500,000 shares of the Company's common stock, no par value per share.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the prospectus referred to in (a) above.
(c) The description of the Common Stock contained in the Company's
Registration Statement Form S-1 (File No. 33-96476), dated March 4, 1996, as
amended, and declared effective March 6, 1996 pursuant to Section 12 of the
Exchange Act.
Each document or report subsequently filed by the Company and the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to the
filing of a post effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities
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then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document or report incorporated into this
Registration Statement by reference shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement.
Item 6. Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act allows, in general,
for indemnifications, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit, or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee, or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
The Registrant's Articles of Incorporation provide for mandatory
indemnification of its directors and officers against liability incurred by them
in proceedings instituted or threatened against them by third parties, or by or
on behalf of
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the Registrant itself, relating to the manner in which they performed their
duties unless they have been guilty of willful misconduct or a knowing violation
of the criminal law.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
The undersigned registrant hereby undertakes or acknowledges:
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) (1) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(i) 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;
(ii) 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;
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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.
(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.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and
each filing of the 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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.
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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 Roanoke, Commonwealth of Virginia, on July 30,
1996.
OPTICAL CABLE CORPORATION
Registrant
By: s/Robert Kopstein
---------------------
Robert Kopstein
Chairman of the Board,
President and Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on July 30, 1996.
Chairman of the Board,
President, Chief Executive
Officer and Director
(principal executive officer)
s/Robert Kopstein
- ---------------------------
Robert Kopstein
Senior Vice President of Sales
s/Luke J. Huybrechts and Director
- ---------------------------
Luke J. Huybrechts
Vice President of Finance,
Treasurer, Secretary and
Director (principal financial
and accounting officer)
s/Kenneth W. Harber
- --------------------------
Kenneth W. Harber
s/Randall H. Frazier Director
- --------------------------
Randall H. Frazier
s/John M. Holland Director
- --------------------------
John M. Holland
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EXHIBITS
TO
OPTICAL CABLE CORPORATION
REGISTRATION STATEMENT ON FORM S-8
10
Exhibit Index
-------------
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit Page
No. No.
--- ---
5.1 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P., Counsel to the Company
as to the validity of the Common Stock
offered hereunder 12
23.1 Consent of KPMG Peat Marwick LLP 13
24.2 Consent of McGuire, Woods, Battle & Boothe,
L.L.P. (included in Exhibit 5.1)
28.1 Optical Cable Corporation
1996 Stock Incentive Plan 14
11