AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 13, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Source Company
(Exact name of registrant as specified in its charter)
Missouri 43-1710906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11644 Lilburn Park Road
St. Louis, Missouri 63146
(Address of Principal Executive Offices) (Zip Code)
The Source Company Stock Award Plan
The Source Company 1995 Incentive Stock Option Plan
(Full title of each of the Plans)
S. Leslie Flegel
Chairman and Chief Executive Officer
The Source Company
11644 Lilburn Park Road
St. Louis, Missouri 63146
(Name and address of agent for service)
(314) 995-9040
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Douglas J. Bates, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum
securities Amount Offering aggregate Amount of
to be to be price offering registra-
registered registered(1) per share(2) price tion fee
- ---------- ---------- --------- ----------- --------
Common Stock 680,000 $2.9375 $1,997,500 $605.30
$.01 par
<FN>
(1) Represents maximum number of shares (50,000) available for issuance
under The Source Company Stock Award Plan, and the maximum number of
shares (630,000) available for issuance under The Source Company
Incentive Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 and is based upon the average of the bid and
asked price per share of the Registrant's Common Stock as reported on
the Nasdaq Small-Cap Market on November 11, 1996.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Source Company (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
January 31, 1996 pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) The Company's quarterly reports on Form 10-QSB for the quarters ended
April 30, 1996 and July 31, 1996; and
(c) The description of the Company's common stock which is contained in
the Form 10-SB filed by the Company under the Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed 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 such securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing hereof shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in any other subsequently filed document which also is incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri (the "Missouri Law") provide that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
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incurred by him in connection with such action, suit or proceeding if he 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, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful,
except that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation, unless and only to
the extent that the court in which the action or suit was brought determines
upon application that such person is fairly and reasonably entitled to indemnity
for proper expenses.
Section 351.355(3) of the Missouri Law provides that, to the extent that
a director, officer, employee or agent of the corporation has been successful in
the defense of any such action, suit or proceeding or any claim, issue or matter
therein, he shall be indemnified against expenses, including attorney's fees,
actually and reasonably incurred in connection with such action, suit or
proceeding.
Section 351.355(7) of the Missouri Law provides that a corporation may
provide additional indemnification to any person indemnifiable under subsection
(1) or (2) of Section 351.355(7), provided such additional indemnification is
authorized by the corporation's articles of incorporation or an amendment
thereto or by a shareholder-approved bylaw or agreement, and provided further
that no person shall thereby be indemnified against conduct which was finally
adjudged to have been knowingly fraudulent, deliberately dishonest or willful
misconduct or which involve an accounting for profits pursuant to Section 16(b)
of the Securities Act of 1934.
Paragraph 9 of the Articles of Incorporation of the Company permits the
Company to enter into agreements with its directors, officers, employees and
agents providing such indemnification as deemed appropriate. Paragraph 9 also
provides that the Company shall extend to its directors and executive officers
the indemnification specified in Sections 351.355(1) and (2) and the additional
indemnification authorized by Section 351.355(7) of the Missouri Law and that it
may extend to other officers, employees and agents such indemnification and
additional indemnification.
The Company has procured and intends to maintain a policy of insurance
under which the directors and officers of the Company will be insured, subject
to the limits of the policy, against certain losses arising from claims made
against such directors and officers by reason of any acts or omissions covered
under such policy in their respective capacities as directors or officers.
In addition, the Company has entered into indemnification agreements
with certain of its directors and executive officers. The form of indemnity
agreement provides that the directors and executive officers will be indemnified
to the full extent permitted by applicable law against all expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement of
any threatened, pending or completed action, suit or proceeding, on account of
their services as a director or officer of the Company or any other company or
enterprise in which they are serving as an officer or director or other capacity
at the request of the Company, or as a guarantor of any debt of the Company. To
the extent the indemnification provided under the agreements exceed that
permitted by applicable law, such indemnification provisions may be
unenforceable or may be limited to the extent they are found by a court of
competent jurisdiction to be contrary to public policy.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
See Exhibit Index.
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 this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 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.
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(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) The undersigned registrant hereby undertakes 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, 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 this
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)-(g) Not Applicable.
(h) 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.
(i) Not Applicable.
(j) Not Applicable.
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 County of St. Louis, State of Missouri, on November 13,
1996.
THE SOURCE COMPANY
By: /s/ S. Leslie Flegel
S. Leslie Flegel
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of The Source Company, Inc.,
hereby severally and individually constitute and appoint S. Leslie Flegel and W.
Brian Rodgers and each of them, the true and lawful attorneys and agents of each
of us to execute in the name, place and stead of each of us (individually and in
any capacity stated below) any and all amendments to this Registration Statement
on Form S-8 and all instruments necessary or advisable in connection therewith
and to file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the other and to
have full power and authority to do and perform in the name and on behalf of
each of the undersigned every act whatsoever necessary or advisable to be done
in the premises as fully and to all intents and purposes as any of the
undersigned might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents and each of
them to any and all such amendments and instruments.
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.
Name Title Date
/s/ S. Leslie Flegel Chairman, Chief Executive
S. Leslie Flegel Officer and Director November 13, 1996
/s/ William H. Lee President, Chief Operating
William H. Lee Officer and Director November 13, 1996
/s/ W. Brian Rodgers Chief Financial Officer
W. Brian Rodgers (Principal Financial and
Accounting Officer) November 13, 1996
/s/ Timothy A. Braswell Director November 13, 1996
Timothy A. Braswell
/s/ Harry L. "Terry" Franc, III Director November 13, 1996
Harry L. "Terry" Franc, III
/s/ Aron Katzman Director November 13, 1996
Aron Katzman
/s/ Randall S. Minix Director November 13, 1996
Randall S. Minix
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FORM S-8
THE SOURCE COMPANY
EXHIBIT INDEX
Exhibit
Number Description Page
4.4 The Source Company Stock Award Plan
4.5 The Source Company 1995 Incentive Stock Option Plan
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of BDO Seidman LLP
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included
in Exhibit 5.1)
24.1 Power of Attorney (included on signature page of the
registration statement)
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