As filed with the Securities and Exchange Commission on January 30, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUMMA INDUSTRIES
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1240978
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21250 HAWTHORNE BOULEVARD, SUITE 500, TORRANCE, CALIFORNIA 90503
(Address of Principal Executive Office, including Zip Code)
1995 STOCK OPTION PLAN
(Full title of the plans)
JAMES R. SWARTWOUT
21250 HAWTHORNE BOULEVARD, SUITE 500
TORRANCE, CALIFORNIA 90503
(Name and address of agent for service)
(310) 792-7024
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
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Common Stock, 250,000 $5.25 $1,312,500 $397.73
$.001 par value
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(1) Pursuant to Rule 457(a), estimated solely for the purpose of calculating
the registration fee.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to participants as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by Summa Industries (the
"Company") with the Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1996; and
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into the prospectus and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Phillips & Haddan, as special corporate and securities counsel to the
Company, has rendered a legal opinion to the Company to the effect that up to
250,000 shares of the Company's Common Stock issuable upon exercise of options
granted under the Company's 1995 Stock Option Plan have been duly authorized for
issuance and, when issued and paid for in accordance with the terms and
conditions of options granted under the 1995 Stock Option Plan, will be validly
issued, fully paid and nonassessable under the laws of the State of California.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation limit the liability of
directors to the maximum extent permitted by California law. California law
provides that directors of a California corporation will not be personally
liable for monetary damages for breach of the fiduciary duties as directors
except for liability as a result of their duty of loyalty to the company for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, unlawful payments of dividends or stock transactions,
unauthorized distributions of assets, loans of corporate assets to an officer or
director, unauthorized purchase of shares, commencing business before obtaining
minimum capital, or any transaction from which a director derived an improper
benefit. Such limitations do not affect the availability of equitable remedies
such as injunctive relief or rescission. In addition, the Company's Bylaws
provide that the Company must indemnify its officers and directors, and may
indemnify its employees and other agents, to the fullest extent permitted by
California law. At present, there is no pending litigation or proceeding
involving any director, officer, employee, or agent of the Company where
indemnification will be required or permitted. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to officers,
directors or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index appearing at page 6 below.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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 (the "Securities Act");
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 pubic 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 Securities 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 Torrance, State of California, on January 29, 1997.
SUMMA INDUSTRIES
By: /s/ JAMES R. SWARTWOUT
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James R. Swartwout, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated
SIGNATURES TITLE DATE
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/s/ JAMES R. SWARTWOUT Chairman of the Board January 29, 1997
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James R. Swartwout
/s/ COALSON C. MORRIS Director January 29, 1997
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Coalson C. Morris
/s/ DALE H. MOREHOUSE Director January 29, 1997
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Dale H. Morehouse
/s/ MICHAEL L. HORST Director January 29, 1997
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Michael L. Horst
/s/ WILLIAM R. ZIMMERMAN Director January 29, 1997
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William R. Zimmerman
/s/ DAVID MCCONAUGHY Director January 29, 1997
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David McConaughy
- ------------------------------- Director January __, 1997
Karl V. Palmaer
/s/ BYRON C. ROTH Director January 29, 1997
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Byron C. Roth
/s/ JOSH T. BARNES Director January 29, 1997
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Josh T. Barnes
/s/ PAUL A. WALBRUN Vice President, January 29, 1997
- ------------------------------- Controller and Secretary
Paul A. Walbrun
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Phillips & Haddan
10.1 1995 Stock Option Plan
23.1 Consent of Arthur Andersen LLP
24.2 Consent of Phillips & Haddan (included in Exhibit 5.1).
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