TST/Impreso Inc – ‘S-8’ on 4/7/97

As of:  Monday, 4/7/97   ·   Effective:  4/7/97   ·   Accession #:  950134-97-2682   ·   File #:  333-24673

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            6     31K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      6K 
 3: EX-23.A     Consent of Arthur Andersen LLP                         1      5K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

S-8
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As filed with the Securities and Exchange Commission April 7, 1997    
                                                    Registration No. 33-

---------------------------------------------------------------   

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C.  20549   

---------------------------------------------------------------   

FORM S-8    
REGISTRATION STATEMENT    
UNDER   
THE SECURITIES ACT OF 1933    

TST/Impreso, Inc.   
---------------------------------------------------------------   
(Exact Name of Registrant as Specified in Its Charter)    

Delaware    
---------------------------------------------------------------   
(State or Other Jurisdiction of Incorporation or Organization)    

75-1517936    
---------------------------------------------------------------   
(I.R.S. Employer Identification No.)    

652 Southwestern Boulevard, Coppell, TX  75019    
---------------------------------------------------------------   
(Address of  Principal Executive Offices)(Zip Code)   

1995 Stock Option Plan    
---------------------------------------------------------------   
(Full title of Plan)    

Marshall Sorokwasz    
652 Southwestern Blvd   
Coppell, Texas 75019    
---------------------------------------------------------------   
(Name and Address of Agent for Service) 

(972) 462-0100  
---------------------------------------------------------------   
(Telephone Number, Including Area Code, of Agent for Service) 

Copy to:
Paul E. Gelbard, Esq. 
Bachner, Tally, Polevoy & Misher LLP
380 Madison Ave.
New York, New York  10017 

CALCULATION OF REGISTRATION FEE 

                                                                [Download Table]

--------------------------------------------------------------------------------
                      Proposed       Proposed                                   
                      Maximum        Maximum                                    
                      Amount         Offering     Aggregate       Amount of     
Title of Securities   to be          Price Per    Offering        Registration  
to be Registered      Registered     Share        Price           Fee           
                                                                                
Common Stock,                                                                   
$.01 par value        400,000        $ 6.75       $ 2,700,000     $ 843.75      
--------------------------------------------------------------------------------

(1) Estimated in accordance with Rule 457(h) solely for the purpose of          
calculating the registration fee. The price shown is the average of the high    
and low price of the Common Stock as reported on Nasdaq National Market on      
April 3, 1997.                                                                  

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PART 11 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.                       

      The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by            
TST/Impreso, Inc. (the "Registrant"), pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934, prior to the filing of a          
post-effective amendment which indicates that all securities offered have been  
sold or which 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 such documents:                                 

    (a)     The Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996;                   

        (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1996;                      

     (c)     The Registrant's definitive Proxy Statement, dated December
                13, 1996, as filed with the Securities and Exchange Commission
       in connection with the Registrant's Annual Meeting of
Stockholders held January 28, 1997.           

Item 4.          Description of Securities.                                     

No response to this item is required.         

Item 5.          Interests of Named Experts and Counsel.                        

No response to this item is required.         

Item 6.          Indemnification of Directors and Officers.                     

      The Seventh and Ninth Paragraphs of the Registrant's
  Certificate of Incorporation provide as follows:

Seventh : The Corporation shall indemnify and advance expenses to the fullest   
extent permitted by Section 145 of the General Corporation Law of Delaware, as  
amended from time to time, each person who is or was a director or officer of   
the Corporation and the heirs, executors and administrators of such a person.   

Ninth : The personal liability of directors of the Corporation is hereby        
eliminated to the full extent permitted by Section 102(b)(7) of the General     
Corporation Law of the State of Delaware as the same may be amended and         
supplemented.                                                                   

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Item 7.          Exemption From Registration Claimed.                           

No response to this Item is required.         

Item 8.          Exhibits.                                                      

      3(a)     Certificate of Incorporation of the Company
                (incorporated by reference to Exhibit 3.1 to
                    Registration Statement on Form S-1 No. 33-93814)
               3(b)     By-laws of the Company (incorporated by reference to
                     Exhibit 3.2 to Registration Statement on Form S-1
No. 33-93814)               
         4        Form of Underwriters' Warrant (incorporated by
                      reference to Exhibit 4.1 to Registration Statement
on Form S-1 No. 33-93814)   
                5        Opinion of Bachner, Tally, Polevoy & Misher LLP, with
                     respect to the legality of the Common Stock to be
registered hereunder        
               10(a)    1995 Stock Option Plan (incorporated by reference to
                      Exhibit 10.1 to Registration Statement on Form S-1
No. 33-3814)                
                10(b)    Employment Agreement dated September 28,1995, between
                       the Company and Marshall Sorokwasz (incorporated by
                       reference to Exhibit 10.2 to Registration Statement
on Form S-1 No. 33-93814)   
          21       Subsidiaries of the Registrant (incorporated by
                       reference to Exhibit 21.1 to Registration Statement
on Form S-1 No. 33-93814)   
23(a)    Consent of Arthur Andersen LLP       
           23(b)    Consent of Bachner, Tally, Polevoy & Misher LLP,
(contained in Exhibit 5)    

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 of
1933;       

                               (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;  

                             (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.

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                    (2)     That, for the purpose of determining any
                    liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report
              pursuant to Section 13(a) or Section 15(d) of the Securities
                Exchange Act of 1934 (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section
       15(d) of theSecurities Exchange  Act of 1934) that is
               incorporated by reference in the 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 14c-3 under the
               Securities Exchange Act of 1934; and, where interim financial
      information required to be presented by Article 3 of
        Regulation S-X are 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 of 1933 may be permitted to
               directors, officers and controlling persons of the Registrant
         pursuant to the foregoing provisions, 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 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 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 City of Coppell, State of Texas, on the 7th day of      
April, 1997.                                                                    

                             TST/Impreso, Inc.
                             ---------------------------------------
                            (Registrant)

                    By:  /s/ Marshall D. Sorokwasz
                                  ----------------------------------
                            Marshall Sorokwasz, Chairman
                                     of the Board, President and Treasurer

  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 date indicated.                                           

/s/ Marshall D. Sorokwasz                                        April 7, 1997  
----------------------------------------------                                  
Marshall D. Sorokwasz, Chairman                                                 
of the Board, President and Treasurer                                           
(Principal Executive Officer)                                                   

/s/ Susan M. Atkins                                              April 7, 1997  
----------------------------------------------                                  
Susan M. Atkins, Vice President                                                 
of  Finance, CFO                                                                
(Principal Financial Officer)                                                   

/s/ Richard D. Bloom                                             April 7, 1997  
----------------------------------------------                                  
Richard D. Bloom, Vice President                                                
of Operations, Director                                                         

/s/ Donald E. Jett                                               April 7, 1997  
----------------------------------------------                                  
Donald E. Jett, Secretary, Director                                             

/s/ Robert F. Troisio                                            April 7, 1997  
----------------------------------------------                                  
Robert F. Troisio, Director                                                     

/s/Bob L.. Minyard                                               April 7, 1997  
----------------------------------------------                                  
Bob L. Minyard, Director                                                        

/s/Jay W. Ungerman                                               April 7, 1997  
----------------------------------------------                                  
Jay W. Ungerman, Director                                                       

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INDEX TO EXHIBITS 
TST/IMPRESO, INC. 

                                                        [Enlarge/Download Table]

EXHIBIT  DESCRIPTION OF                                                                                         
NUMBER   EXHIBIT                                                                                                
------   --------------                                                                                         
                                                                                                                
3(a)     Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Registration  
         Statement on Form S-1 No. 33-93814)                                                                    
3(b)     By-laws of the Company (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 
         No. 33-93814)                                                                                          
4        Form of Underwriters' Warrant (incorporated by reference to Exhibit 4.1 to Registration Statement on   
         Form S-1 No. 33-93814)                                                                                 
5        Opinion of Bachner, Tally, Polevoy & Misher LLP, with respect to the legality of the Common Stock to be
         registered hereunder                                                                                   
10(a)    1995 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1
         No. 33-93814)                                                                                          
10(b)    Employment Agreement dated September 28,1995, between the Company and Marshall Sorokwasz (incorporated 
         by reference to Exhibit 10.2 to Registration Statement on Form S-1 No. 33-93814)                       
21       Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Registration Statement on 
         Form S-1 No. 33-93814)                                                                                 
23(a)    Consent of Arthur Andersen LLP                                                                         
23(b)    Consent of Bachner, Tally, Polevoy & Misher LLP, (contained in Exhibit 5)                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/7/97		1		5
		4/3/97		1
		1/28/97		2
		12/13/96		2					DEF 14A,  PRE 14A
		11/30/96		2					10-Q
		8/31/96		2					10-K
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