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Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANCHESTER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
New York 11-2312854
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
160 Oser Avenue 11788
Hauppauge, New York (Zip Code)
(Address of principal executive offices)
Manchester Technologies, Inc. Amended and Restated 1996
Incentive and Non-Incentive Stock Option Plan
(Full title of the plan)
BARRY R. STEINBERG
Manchester Technologies, Inc.
160 Oser Avenue
Hauppauge, New York 11788
(Name and address of agent for service)
(631) 951-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Price Aggregate Amount of
to be Per Share Offering Price Registration Fee
Title of Securities to be Registered Registered (1) (1) (1)
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock 1,500,000 shares (2) $10.16 $15,240,000 $1,794
(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rule 457, the Proposed Maximum Offering Price Per Share and the Proposed
Maximum Aggregate Offering Price is based upon the average of the high and
low prices of the Registrant's Common Stock on January 5, 2005, as reported
on the Nasdaq National Market.
(2) The shares covered by this Registration Statement represent the common
stock issuable to participants under the Registrant's Amended and Restated
1996 Incentive and Non-Incentive Stock Option Plan, as amended. Pursuant to
Rule 416(a) of the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement shall also cover any additional shares
of the Registrant's common stock that become issuable hereby by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that increases
the number of the Registrant's outstanding shares of common stock.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a Registration Statement on Form
S-8 relating to the Manchester Technologies, Inc. Amended and Restated 1996
Incentive and Non-Incentive Stock Option Plan, as amended, (the "Plan") is
effective. Accordingly, pursuant to General Instruction E to Form S-8,
Manchester Technologies, Inc. (the "Registrant") hereby incorporates by
reference herein the contents of such Registration Statement on Form S-8
(Registration No. 333-71255)(the "Prior Registration Statement") and hereby
deems such contents to be a part hereof, except as otherwise updated or modified
by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been previously filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein::
1. The Registrant's Annual Report on Form 10-K for its fiscal year ended
July 31, 2004, filed with the Commission on October 29, 2004.
2. The Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended October 31, 2004, filed with the Commission on December 14, 2004.
3. The Registrant's Current Reports on Form 8-K filed with the Commission
on October 29, 2004 and November 8, 2004.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all 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 or deemed to be 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 herein or
in any other subsequently filed document that also is or is deemed to be
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.
The Registrant will provide without charge to each participant in the Plan,
on the written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Written requests for such copies should be addressed to: Manchester
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Technologies, Inc., 160 Oser Avenue, Hauppauge, New York 11788. To obtain
information by telephone, participants should call the Registrant at
631-951-8100.
Item 6. Indemnification of Directors and Officers.
Item 6 in the Prior Registration Statement is amended by adding the
following:
The Registrant has entered into an agreement with Elan Yaish, the Company's
Chief Financial Officer, indemnifying him to the fullest extent permitted by law
and the Registrant's Restated Certificate of Incorporation. The Company
maintains a directors' and officers' insurance policy which insures the officers
and directors of the Company from any claim arising out of an alleged wrongful
act by such persons in their respective capacities as officers and directors of
the Company.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
Exhibit Description
No.
4.1 Registrant's Amended and Restated 1996 Incentive and
Non-Incentive Stock Option Plan, as amended, with forms of
Incentive Stock Option Agreement and Non-Incentive Stock Option
Agreement.
5.1 Opinion of Jaspan Schlesinger Hoffman LLP, counsel to the
Registrant, as to the legality of the securities being
registered.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Jaspan Schlesinger Hoffman LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
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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 Hauppauge, New York, on this 10th day of January, 2005.
MANCHESTER TECHNOLOGIES, INC.
By: /s/ Barry R. Steinberg
-------------------------
Barry R. Steinberg
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Barry R. Steinberg and Elan
Yaish, and each or any of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including, without limitation, post-effective amendments and documents in
connection therewith) to this Registration Statement, and to file the same with
the Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities set forth and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Barry R. Steinberg President, Chief Executive Officer, January 10, 2005
- ---------------------- Chairman of the Board and Director
Barry R. Steinberg (Principal Executive Officer)
/s/ Elan Yaish Chief Financial Officer, Vice January 10, 2005
- -------------- President Finance and Assistant
Elan Yaish Secretary (Principal Accounting
Officer and Principal Financial
Officer)
/s/ Joel G. Stemple Director January 10, 2005
- -------------------
Joel G. Stemple
/s/ Joel Rothlein Director January 10, 2005
- -----------------
Joel Rothlein
/s/ Michael Russell Director January 10, 2005
- -----------------------
Michael Russell
/s/ Bert Rudofsky Director January 10, 2005
- -----------------
Bert Rudofsky
/s/ Julian Sandler Director January 10, 2005
- ------------------
Julian Sandler
/s/ Yacov A. Shamash Director January 10, 2005
- --------------------
Yacov A. Shamash
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INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Registrant's Amended and Restated 1996 Incentive and Non-Incentive
Stock Option Plan, as amended, with forms of Incentive Stock Option
Agreement and Non-Incentive Stock Option Agreement.
5.1 Opinion of Jaspan Schlesinger Hoffman LLP, counsel to the Registrant,
as to the legality of the securities being registered.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Jaspan Schlesinger Hoffman LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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