Registration Statement No. _________
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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
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TRIDEX CORPORATION
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(Exact name of issuer as specified in its charter)
Connecticut 06-0682273
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(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
61 Wilton Road
Westport, Connecticut 06880
(203) 226-1144
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Non-Employee Directors' Stock Plan
(Full title of the Plan)
Daniel A. Bergeron
Tridex Corporation
61 Wilton Road
Westport, CT 06880
(203) 226-1144
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(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
Michael S. McSherry, Esq.
Hinckley, Allen & Snyder
28 State Street
Boston, Massachusetts 02109-1775
(617) 345-9000
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /x/
Approximate Date of Commencement of Proposed Sale to Public: From time to time
after the effective date of this Registration Statement.
Exhibit Index on Page 10
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CALCULATION OF REGISTRATION FEE
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Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(*) Offering Price Fee
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Common Stock 100,000 $7.59375 $759,375 $224.02
(no par value)
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(*) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based on the average of the high and low prices of
the Registrant's Common Stock as reported by NASDAQ on May 7, 1998. Of
the 100,000 shares issuable under the Non-Employee Directors' Stock Plan,
all 100,000 shares are or would be subject to options granted with an
exercise price equal to the closing price of the shares of Company Common
Stock as reported by NASDAQ on the date of grant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Tridex Corporation (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form10-K or, if the financial
statements therein are more current, the Registrant's latest prospectus, other
than the prospectus of which this document is a part, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act").
(b) All other reports filed by the Registrant pursuant to Sections13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which de-registers all
of such shares 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 which
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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
In general, Connecticut law provides that a corporation shall indemnify any
director who is wholly successful in the defense of any proceeding to which he
was a party because he was a director of the corporation against reasonable
expenses incurred in connection with such proceeding. In addition, the
corporation shall indemnify any individual who is a party to a proceeding
because he is a director against liability incurred in such proceeding if (1)
(A) he conducted himself in good faith, (B) he reasonably believed (i) in the
case of conduct in his official capacity, that his conduct was in the best
interests of the corporation, and (ii) in all other cases, that his conduct was
at least not opposed to the best interests of the corporation, and (C) in the
case of any criminal proceeding, he had no reasonable cause to believe that his
behavior was unlawful, or (2) he engaged in conduct for which broader
indemnification has been made permissible or obligatory under a provision of the
certificate of incorporation.
Connecticut law limits the general indemnification described above in
certain cases. The corporation shall not indemnify any director in connection
with a proceeding: (1) by or in the right of the corporation, except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the standard of conduct whereby the
corporation may choose to indemnify him as provided above; or (2) with respect
to conduct for which he was adjudged liable on the basis that he received a
financial benefit to which he was not entitled, whether or not involving action
in his official capacity.
Connecticut law governing indemnification of directors permits the
corporation to indemnify any officer of the corporation to the same extent as a
director, and any officer who is not also a director is entitled to mandatory
indemnification to the extent provided to a director.
The provisions of the Company's by-laws governing indemnification of
officers and directors are consistent with the above described provisions of
Connecticut law. The Company also maintains a directors and officers liability
insurance policy covering all of its directors and officers.
Other than as set forth above, the Company has made no provision for the
indemnification of persons controlling the Company. The directors, officers and
persons controlling the Company are not specifically indemnified by the Company
against liability arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers 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.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
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;
(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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement (or the most recent
post-effective amendment thereof);
(iii) To include any material information with respect to the plan of
distribution not previously disclosed or any material change to
such information;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Exchange
Act that are incorporated by reference in this 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
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plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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 provisions described in Item 6, 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
Securities 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 of 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 Town of Westport, State of Connecticut, on the 13th day of
May, 1998.
TRIDEX CORPORATION
By: /s/ Seth M. Lukash
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Seth M. Lukash,
Chairman of the Board,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Seth M. Lukash and Daniel A. Bergeron
each of them, with full power of substitution and full power to act without the
other, his true and lawful attorney-in-fact and agent for him in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they
or he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, 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 below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Seth M. Lukash Chairman of the Board, May 13, 1998
- ------------------ President, Chief
Seth M. Lukash Executive Officer,
Chief Operating Officer
and Director
/s/ Paul J. Dunphy Director May 13, 1998
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Paul J. Dunphy
/s/ George T. Crandall Vice President, May 13, 1998
- ---------------------- Treasurer, Controller
George T. Crandall (Principal Accounting
Officer)
/s/ Daniel A. Bergeron Vice President, Chief May 13, 1998
- ---------------------- Financial Officer
Daniel A. Bergeron
/s/ Dennis J. Lewis Director May 13, 1998
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Dennis J. Lewis
/s/ Graham Y. Tanaka Director May 13, 1998
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Graham Y. Tanaka
/s/ Thomas R. Schwarz Director May 13, 1998
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Thomas R. Schwartz
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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4.1 By-laws of the Registrant, as
amended (filed as Exhibit 3.5
to the Registrant's Annual
Report on Form 10-K dated
March 26, 1996, and by this
reference incorporated herein) N/A
4.2 Non-Employee Directors' Stock Plan 11
5 Opinion of Hinckley, Allen &
Snyder 15
23.1 Consent of Price Waterhouse LLP 17
23.2 Consent of Hinckley, Allen &
Snyder (contained in their
opinion filed as Exhibit 5) N/A
24 Powers of Attorney
(included in the signature page
of this Registration Statement)
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