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
(Exact name of issuer as specified in its charter)
Connecticut 06-0682273
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
61 Wilton Road
Westport, Connecticut 06880
(203) 226-1144
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
1997 Long Term Incentive Plan
(Full title of the Plan)
Daniel A. Bergeron
Tridex Corporation
61 Wilton Road
Westport, CT 06880
(203) 226-1144
(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 11
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CALCULATION OF REGISTRATION FEE
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
- ------------- ----------- ---------------- --------------- ------------
Common Stock 1,000,000 $7.59375 $7,593,750 $2,240.16
(no par value)
(*) 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 1,000,000 shares issuable under the 1997 Long Term Incentive
Plan, some or all of the shares may be subject to options granted with
an exercise price that is to be determined by a Committee of the Board
of Directors (but that shall in no event be less than the fair market
value of such shares on the date of grant); some or all of the shares
may be issued as restricted stock which may be purchased for a price
which is equal to, greater than or less than such shares' par value,
and may be zero, as determined by the Committee; and some or all of
the shares may be subject to stock purchase rights, which may be
purchased at a price to be determined by the Committee.
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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,
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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.
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.
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(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 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
/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 1997 Long Term Incentive Plan 12
5 Opinion of Hinckley, Allen &
Snyder 29
23.1 Consent of Price Waterhouse LLP 31
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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