As filed with the Securities and Exchange Commission on October 12, 2000
Registration No. _________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PINNACLE DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1263732
(State or other jurisdiction of (IRS Employer Identifica-
incorporation or organization) tion Number)
6600 Port Road
Groveport, Ohio 43125
(Address of principal executive offices) (Zip code)
Pinnacle Data Systems, Inc.
2000 Directors Stock Option Plan
(Full title of the plan)
John D. Bair, Chairman, President and
Chief Executive Officer
Pinnacle Data Systems, Inc.
6600 Port Road
Groveport, Ohio 43125
(614) 748-1150
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered(1) share(2) price(2) fee
- --------------------------------------------------------------------------------
Common Shares, without 250,000 $10.81 $2,702,500 $713.63
par value
================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also includes an indeterminable number of additional
Common Shares that may become issuable pursuant to antidilution adjustment
provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, as amended, on the basis of the average of the high and low sale
prices of the Registrant's Common Shares on the American Stock Exchange on
October 11, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission on March 30, 2000, File No. 000-28483 (the "Form
10-KSB") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Quarterly Report on Form 10-QSB filed with the Securities and
Exchange Commission on May 12, 2000, File No. 000-28483, under the
Exchange Act;
(c) The Quarterly Report on Form 10-QSB filed with the Securities and
Exchange Commission on August 14, 2000, File No. 000-28483, under the
Exchange Act; and
(d) The description of the Registrant's Common Shares which is contained
in the Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission on December 13, 1999, File No. 000-28483 (the
"Form 10-SB") under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(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 Common Shares offered have been sold or which deregisters 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Article 8 of the Amended and Restated Code of Regulations of the Company
(see Exhibit 4(a)) contains certain indemnification provisions adopted pursuant
to authority contained in Section 1701.13(E) of the Ohio Revised Code. The
Company's Code of Regulations provides for the indemnification of its officers,
directors, employees, and agents, or persons who are serving or have served at
the request of the Company as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against all expenses
with respect to any judgments, fines, and amounts paid in settlement, or with
respect to any threatened, pending, or completed action, suit, or proceeding to
which they were or are parties or are threatened to be made parties by reason of
acting in such capacities, provided that it is determined, either by a majority
vote of a quorum of disinterested directors of the Company or by the
shareholders of the Company or otherwise as provided in Section 1701.13(E) of
the Ohio Revised Code, that: (a) they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company; (b) in any action, suit, or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; (c) with
respect to any criminal action or proceeding, that they had no reasonable cause
to believe that their conduct was unlawful. Section 1701.13(E) provides that
expenses, including attorneys' fees, incurred in defending any action, suit, or
proceeding, may be paid by the Company in advance of the final disposition of
such action, suit, or proceeding, upon receipt of an undertaking by the
indemnified person to repay such amount in the event that indemnification shall
be deemed improper.
The Company maintains directors and officers liability insurance.
At present, there are no claims, actions, suits, or proceedings pending
where indemnification would be required under these provisions, and the Company
does not know of any threatened claims, actions, suits, or proceedings which may
result in a request for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit If Incorporated by Reference,
No. Document with which Exhibit
Description of Exhibit was Previously Filed with SEC
---------------------- ----------------------------
4(a) Amended and Restated Articles Registration Statement on
of Incorporation of Form 10-SB, File No.000-28483
Pinnacle Data Systems, Inc. (see Exhibit 3(a) therein).
4(b) Amendments to Amended and Registration Statement on
Restated Articles of Form 8-A, File No.001-16103
Incorporation (see Exhibit 3(b) therein).
4(c) Amended and Restated Code Registration Statement on
of Regulations of Form 10-SB, File No. 000-28483
Pennacle Data Systems, Inc. (see Exhibit 3(b) therein).
4(d) Amendment to Amended and Annual Report on Form 10-KSB
Restated Code of for fiscal year ended
Regulations December 31, 1999, File No.
000-28483 (see Exhibit 3(c)
therein).
4(e) Amendments to Amended and Registration Statement on Form
Restated Code of 8-A, File No. 001-16103 (see
Regulations Exhibit 3(e) therein).
4(f) Instruments defining the Registration Statement on Form
rights of security 10-SB, File No. 000-28483 (see
holders, including indentures. Exhibit 4 therein).
4(g) Pinnacle Data Systems, Inc. Annual Report on Form 10-KSB
2000 Directors Stock for fiscal year ended December
Option Plan. 31, 1999, File No. 000-28483
(see Exhibit 10(l) therein).
5 Opinion of Baker & Hostetler LLP. Contained herein.
23(a) Consent of Baker & Hostetler LLP. Contained in Exhibit 5.
23(b) Consent of Hausser + Taylor LLP. Contained herein.
24 Powers of Attorney. Contained herein.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) 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, as amended (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, represent a
fundamental change in the information set forth in the Registration
Statement; and (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)(i)
and (a)(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 the Registration Statement.
(b) 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.
(c) 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.
The 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 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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, above, 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 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.
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 Columbus, State of Ohio, on October 12, 2000.
PINNACLE DATA SYSTEMS, INC.
Date: October 12, 2000 By /s/John D. Bair
John D. Bair, Chairman, President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/John D. Bair Chairman, President, Chief October 12, 2000
John D. Bair Executive Officer and
Director (principal
executive officer)
/s/Thomas J. Carr Chief Financial Officer, October 12, 2000
Thomas J. Carr Treasurer, and Director
(principal financial and
principal accounting officer)
C. Robert Hahn* Chief Operating Officer, October 12, 2000
C. Robert Hahn Vice President, and
Director
Paul H. Lambert* Director October 12, 2000
Paul H. Lambert
Thomas M. O'Leary* Director October 12, 2000
Thomas M. O'Leary
Robert V.R. Ostrander* Director October 12, 2000
Robert V.R. Ostrander
*The undersigned, John D. Bair, by signing his name hereto, does hereby
execute this Registration Statement on behalf of each of the above-named
directors of the Registrant pursuant to powers of attorney duly executed by such
directors and filed with the Securities and Exchange Commission as exhibits to
this Registration Statement.
By /s/John D. Bair October 12, 2000
John D. Bair, Attorney in Fact
EXHIBIT INDEX
If Incorporated by Reference,
Exhibit Document with which Exhibit
No. Description of Exhibit was Previously Filed with SEC
- ----- ---------------------- -----------------------------
4(a) Amended and Restated Articles Registration Statement on
of Incorporation of Form 10-SB, File No. 000-28483
Pinnacle Data Systems, Inc. (see Exhibit 3(a) therein).
4(b) Amendments to Amended and Registration Statement on
Restated Articles of Form 8-A, File No. 001-16103
Incorporation. (see Exhibit 3(b) therein).
4(c) Amended and Restated Code Registration Statement on Form
of Regulations of 10-SB, File No. 000-28483 (see
Pinnacle Data Systems, Inc. Exhibit 3(b) therein).
4(d) Amendment to Amended and Annual Report on Form 10-KSB
Restated Code of for fiscal year ended December
Regulations 31, 1999, File No. 000-28483
(see Exhibit 3(c) therein).
4(e) Amendments to Amended and Registration Statement on Form
Restated Code of 8-A, File No.001-16103 (see
Regulations Exhibit 3(e) therein).
4(f) Instruments defining the Registration Statement on Form
rights of security 10-SB, File No 000-28483 (see
holders, including indentures Exhibit 4 therein).
4(g) Pinnacle Data Systems, Inc. Annual Report on Form 10-KSB
2000 Directors Stock for fiscal year ended
Option Plan. December 31, 1999, File No.
000-28483 (see Exhibit 10(l)
therein).
5 Opinion of Baker & Hostetler LLP. Contained herein.
23(a) Consent of Baker & Hostetler LLP. Contained in Exhibit 5.
23(b) Consent of Hausser + Taylor LLP. Contained herein
24 Powers of Attorney. Contained herein.
EXHIBIT 5
OPINION OF BAKER & HOSTETLER LLP
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
October 12, 2000
Pinnacle Data Systems, Inc.
6600 Port Road
Groveport, Ohio 43125
Ladies and Gentlemen:
We are acting as counsel to Pinnacle Data Systems, Inc., an Ohio
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to register 250,000 common shares, without par value, of the Company (the
"Shares") for offer and sale under, and pursuant to, the Company's 2000
Directors Stock Option Plan (the "Plan").
In connection therewith, we have examined the Company's Amended and
Restated Articles of Incorporation (as amended), the Company's Amended and
Restated Code of Regulations (as amended), and the records, as exhibited to us,
of the corporate proceedings of the Company, a copy of the Plan and such other
documents and records, including a certificate from the secretary of the Company
and a certificate from the treasurer of the Company, as we considered necessary
for purposes of this opinion. In rendering this opinion, we have assumed the
genuineness, without independent investigation, of all signatures on all
documents examined by us, the conformity to original documents of all documents
submitted to us as certified or facsimile copies, and the authenticity of all
such documents.
Based upon the foregoing, we are of the opinion that the Shares, when sold
and paid for in the manner contemplated by the Plan, will have been validly
issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
EXHIBIT 23(a)
CONSENT OF BAKER & HOSTETLER LLP
Contained in Exhibit 5.
EXHIBIT 23(b)
CONSENT OF HAUSSER + TAYLOR LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 (File No. _________) of Pinnacle Data Systems, Inc. of our report
dated March 10, 2000 relating to the balance sheets of Pinnacle Data Systems,
Inc. as of December 31, 1999 and 1998, and the related statements of income,
stockholders' equity, and cash flows for the years then ended, which report
appears in the report on Form 10-KSB of Pinnacle Data Systems, Inc.
/s/ Hausser + Taylor LLP
HAUSSER + TAYLOR LLP
Columbus, Ohio
October 12, 2000
EXHIBIT 24
POWERS OF ATTORNEY
For Registration Statement on Form S-8
for 2000 Directors Stock Option Plan
The undersigned, each of whom is a director of Pinnacle Data Systems, Inc.,
an Ohio corporation (the "Company"), hereby constitutes and appoints John D.
Bair and Thomas J. Carr, and each of them (with full power to each of them to
act alone), as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in his capacity as director of the Company, to execute the Company's
Registration Statement on Form S-8, and any and all amendments thereto
(including post-effective amendments), to register under the Securities Act of
1933, as amended (the "Securities Act"), any common shares, without par value,
of the Company for sale under, and pursuant to, the Company's 2000 Directors
Stock Option Plan, as such plan is currently amended or shall hereafter be
amended, 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, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
/s/ C. Robert Hahn September 22, 2000
- ------------------ ------------------
C. Robert Hahn Date
/s/ Paul H. Lambert September 22, 2000
- ------------------- ------------------
Paul H. Lambert Date
/s/ Thomas M. O'Leary September 22, 2000
- --------------------- ------------------
Thomas M. O'Leary Date
/s/Robert V.R. Ostrander September 22, 2000
- ------------------------ ------------------
Robert V.R. Ostrander Date