As filed with the Securities and Exchange Commission on July 23, 1998
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
ROCKFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
California 33-0075112
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1851 East First Street, Suite 600
Santa Ana, California 92705
(Address of principal executive offices)
1995 STOCK OPTION PLAN
OF
ROCKFORD INDUSTRIES, INC.
(Full title of the plan)
Gerry J. Ricco
Chief Executive Officer
Rockford Industries, Inc.
1851 East First Street, Suite 600
Santa Ana, California 92705
(Name and address of agent for service)
(714) 547-7166
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share(1) price(1) fee(1)
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Common Stock, no par value 400,000 $9.32 $3,728,000 $1,099.76
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(1) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee, were calculated based on an average
price of $9.32, which is comprised of (i) an average exercise price of
$8.14 for the 258,711 shares of Common Stock subject to awards previously
granted under the Plan and (ii) the average of the high and low prices of
the Common Stock on the National Association of Securities Dealers
Automated Quotation System - National Market System for July 17, 1998 for
the 141,289 shares of Common Stock subject to awards remaining to be
granted under the Plan.
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The Exhibit Index is located on page 5.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E of Form S-8, the Registration
Statement No. 333-05609 on Form S-8 of the registrant filed with the Securities
and Exchange Commission on June 10, 1996, relating to the registrant's 1995
Stock Option Plan is hereby incorporated by this reference.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
2
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Santa Ana, State of California, on the 17th day of
July, 1998.
ROCKFORD INDUSTRIES, INC.
By: /s/Gerry J. Ricco
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Gerry J. Ricco
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Rockford
Industries, Inc., do hereby constitute and appoint Gerry J. Ricco and Kevin P.
McDonnell, or either of them, our true and lawful attorneys and agents, to do
any and all acts and things in our name and behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations,
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) to this Registration Statement, or any related registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended; and we do hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------------------- -------------------------------------------- -------------
/s/Gerry J. Ricco President, Chief Executive Officer and July 17, 1998
- ------------------------- Director (Principal Executive Officer)
Gerry J. Ricco
/s/Brian Seigel Executive Vice President and Director July 17, 1998
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Brian Seigel
/s/Larry Hartmann Executive Vice President and Director July 17, 1998
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Larry Hartmann
/s/Kevin P. McDonnell Executive Vice President and Chief July 17, 1998
- ------------------------- Financial
Kevin P. McDonnell Officer (Principal Financial and Accounting
Officer)
3
Signature Title Date
--------- ----- ----
/s/Floyd S. Robinson Director July 17, 1998
- -------------------------
Floyd S. Robinson
/s/Robert S. Vaters Director July 17, 1998
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Robert S. Vaters
4
INDEX TO EXHIBITS
Exhibit
Number Description of Document
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5 Opinion of O'Melveny & Myers LLP
10.1 1995 Stock Option Plan of Rockford Industries, Inc., as amended
and
restated
23.1 Consent of Counsel (contained in its opinion filed as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of attorney (included in this Registration Statement under
"Signatures")
5