Asahi America Inc – ‘S-8 POS’ on 6/27/97

As of:  Friday, 6/27/97   ·   Effective:  6/27/97   ·   Accession #:  1029869-97-789   ·   File #:  333-25333

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No. 1 to Form S-8             6     33K 
 2: EX-23.1     Consent of Independent Public Accountants              1      5K 

S-8 POS   —   Post-Effective Amendment No. 1 to Form S-8
Document Table of Contents

S-8 POS
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on June 27, 1997 

                                                      Registration No. 333-25333

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT
 under
THE SECURITIES ACT OF 1933

 ASAHI/AMERICA, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Massachusetts                                    04-2621836       
-------------------------------            ------------------------------------ 
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization)                                                  

35 Green Street, Malden, Massachusetts 02148
--------------------------------------------
(Address of Principal Executive Offices)

Employee Stock Purchase Plan
----------------------------
(Full title of plan)

 Leslie B. Lewis
 President and Chief Executive Officer
 Asahi/America, Inc.
 35 Green Street
 Malden, Massachusetts 02148
------------------------------------------------------------
(Name and address, including zip code, of agent for service)

(617) 321-5409
------------------------------------------------------------
(Telephone number, including area code of agent for service)

Copies to:

 Marianne Gilleran, Esq.
 Gadsby & Hannah LLP
 225 Franklin Street
 Boston, Massachusetts 02110
(617) 345-7000

 CALCULATION OF REGISTRATION FEE

    1. The following registration fee was paid concurrently with the filing of
the Registration Statement on Form S-8 to which this Amendment relates:         

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------
 Title of each class                      Proposed maximum    Proposed maximum                     
 of securities to be     Amount to be    offering price per  aggregate offering      Amount of     
      registered          registered          share (*)          price (*)        registration fee 
===================================================================================================
                                                                                                   
 Common Stock, no par                                                                              
   value per share         150,000              $7.625           $1,106,250           $221.25      
---------------------------------------------------------------------------------------------------

*Estimated solely for the purpose of computing the registration fee pursuant    
to Rule 457(h) promulgated under the Securities Act of 1933, as amended,      
based upon (i) $7.375, the average of the high and low prices as reported     
by the National Association of Securities Dealers Automated Quotation         
System National Market System for April 14, 1997 as to 150,000 shares.        

2. Pursuant to Rule 416(c) under the Securities Act of 1933, this     
Registration Statement also covers an indeterminate amount of interests to be   
offered or sold pursuant to the employee benefit plan described herein.         

The date of this Post Effective Amendment to
Registration Statement is June 27, 1997.

S-8 POS
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 PART II

Information Required in the Registration Statement
--------------------------------------------------

Item 3.  Incorporation of Documents by Reference.                               

   The following documents filed with the Securities and Exchange Commission
(the "Commission") by Asahi/America, Inc. (the "Company") are incorporated in   
this registration statement by reference:                                       

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13(a) of the Securities Exchange   
Act of 1934, as amended (the "Exchange Act").                                   

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act since the end of the fiscal year covered by the registrant document
covered by (a) above.                                                           

     (c) The description of the Company's Common Stock contained in its Form 8-A
dated April 25, 1996, as filed with the Commission, including any amendment or  
report filed for the purpose of updating such description.                      

(d) All reports and other documents filed by the Company or the Plan  
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold, or which deregisters all securities   
then remaining unsold, shall be deemed to be incorporated by reference herein   
and to be a part hereof from the date of the filing of such documents. Such     
reports, proxy statements and other information can be inspected and copied at  
the public reference facilities maintained by the Commission at 450 Fifth       
Street, N.W., Washington, D.C. 20549. Copies of such materials can also be      
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549.     

Item 4. Description of Securities.                                              

Not applicable.                                               

Item 5. Interests of Named Experts and Counsel.                                 

Not applicable.                                                 

II-1

S-8 POS
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Item 6.  Indemnification of Directors and Officers.                             

  Section 67 of Chapter 156B of the Massachusetts Business Corporation Law
provides that a corporation may indemnify its directors and officers to the     
extent specified in or authorized by (i) the articles of organization; (ii) a   
by-law adopted by the stockholders; or (iii) a vote adopted by the holders of a 
majority of the shares of stock entitled to vote on the election of directors.  
In all instances, the extent to which a corporation provides indemnification to 
its directors and officers under Section 67 is optional. The Restated Articles  
of Organization and By-Laws of the Company permit the Company to indemnify an   
officer or director in respect of claims made by reason of his status with the  
Company including, all liabilities and expenses imposed upon or incurred by such
person in connection with or arising out of, the defense or disposition of any  
action, suit or other proceeding. Expenses incurred in defense of such action   
may be paid by the Company in advance of final disposition upon receipt of an   
undertaking to repay if there is an ultimate determination that he is not       
entitled to be indemnified.                                                     

The Company's Restated Articles of Organization eliminate the personal
liability of the Company's directors for monetary damages for the breach of     
their fiduciary duty as directors to the Company and its stockholders,          
notwithstanding any provision of law imposing such liability. The Company's     
Restated Articles of Organization, however, do not eliminate liability of the   
Company's directors for breach of the director's duty of loyalty to the Company 
or its stockholders, acts or omissions not in good faith or involving           
intentional misconduct or a knowing violation of law and actions leading to     
improper personal benefit to the director, or under Section 61 or 62 of the     
Massachusetts Business Corporation Law.                                         

    The Company's By-Laws, as amended, state that the Company shall provide no
indemnification with respect to any matter as to which any such director,       
officer or other person shall be finally adjudicated in such action, suit or    
proceeding not to have acted in good faith and the reasonable belief that his   
action was in the best interest of the Company or, to the extent such a matter  
relates to service with respect to an employee benefit plan, in the best        
interests of the participants or beneficiaries of such employee benefit plan.   
The Company shall provide no indemnification with respect to any matter settled 
or compromised, pursuant to a consent decree or otherwise, unless such          
settlement or compromise shall have been approved as in the best interest of the
Company or, to the extent such matter relates to service with respect to any    
employee benefit plan, in the best interests of the participants or             
beneficiaries of such employee benefit plan, after notice that indemnification  
is involved by (i) a disinterested majority of the board of directors or (ii)   
the holders of a majority of the outstanding stock entitled to elect directors, 
voting as a single class, exclusive of any stock owned by any interested        
director, officer or other person.                                              

Item 7.  Exemption From Registration Claimed.                                   

Not applicable.                                                       

Item 8.  Exhibits.                                                              

Exhibit                                                                         
Number  Description                                                             
------  -----------                                                             

  4.1   The Company's Employee Stock Purchase Plan. Incorporated by reference to
        Exhibit 4.3 to the Company's of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 (File No. 0-28322). 

4.2   Restated Articles of Organization of the Company. Incorporated by     
        reference to Exhibit 3.1 of the Company's Registration Statement on Form
S-1 (File No. 333-2314).                                        

II-2

S-8 POS
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
 4.3   Bylaws of the Company, as amended to date. Incorporated by reference to
       Exhibit 3.2.1 to the Company's Registration Statement on Form S-1 (File
No. 333-2314).                                                  

  5     Opinion of Gadsby & Hannah LLP as to legality of shares. Incorporated by
        reference to Exhibit 5.1 to the Company's Registration Statement on Form
S-8 (File No. 333-25333)                                        

23.1   Consent of Arthur Andersen LLP.                                        

23.2   Consent of Gadsby & Hannah LLP (included in Exhibit 5).                

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

Item 9.  Undertakings.                                                          

      The Company 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; (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 sections (a)(i) and (a)(ii) do not apply if  
the information required to be included in a post-effective amendment by those  
sections is contained in periodic reports filed by the registrant pursuant to   
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are     
incorporated by reference in the registration statement; (b) that, for purposes 
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; and  
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 the Securities Exchange Act of 1934) 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.                                                          

       Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the Massachusetts Business Corporation Law, the Articles of Organization or  
the Bylaws of the Company, or otherwise, the Company has been advised that in   
the opinion of the 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     
Company of expenses incurred or paid by a director, officer or controlling      
person of the Company 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 hereunder, the Company 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.                       

II-3

S-8 POS
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the Company
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 Malden, Commonwealth of Massachusetts, on June 27,   
1997.                                                                           

         ASAHI/AMERICA, INC.

            By /s/ Leslie B. Lewis
                         -----------------------------
              Leslie B. Lewis,
       President

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.                                           

Signature                              Title                       Date 
---------                              -----                       ---- 

/s/ Leslie B. Lewis              President, Principal Executive   June 27, 1997 
------------------------------   Officer and Director                           
Leslie B. Lewis                                                                 

                *               Director                         June 27, 1997
------------------------------                                                  
Tadashi Kitamura                                                                

                *               Director                         June 27, 1997
------------------------------                                                  
Kazuyuki Sato                                                                   

Director      
------------------------------                                                  
Masashi Uesugi                                                                  

                *               Director                         June 27, 1997
------------------------------                                                  
Nannette S. Lewis                                                               

                *               Director                         June 27, 1997
------------------------------                                                  
Jeffrey C. Bloomberg                                                            

                *               Director                         June 27, 1997
------------------------------                                                  
Samuel J. Gerson                                                                

/s/ Kozo Terada                  Vice President, Treasurer and    June 27, 1997 
------------------------------   Principal Financial and                        
Kozo Terada                      Accounting Officer                             

*By /s/ Leslie B. Lewis                                                         
---------------------------------                                       
Leslie B. Lewis, Attorney-in-fact                                       

S-8 POS
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this registration statement to be signed on its behalf by the  
undersigned, thereunto duly authorized, in the City of Malden, Commonwealth of  
Massachusetts, on June 27, 1997.                                                

                   ASAHI/AMERICA, INC.

                            EMPLOYEE STOCK PURCHASE PLAN

                        By: /s/ Samuel J. Gerson
                                      ------------------------------
                        Samuel J. Gerson

                      By: /s/ Masashi Uesugi
                                      ------------------------------
                      Masashi Uesugi

                            By: /s/ Jeffrey C. Bloomberg
                                      ------------------------------
                            Jeffrey C. Bloomberg

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/27/97		1		6
		4/14/97		1
		12/31/96		2		3			10-K
		4/25/96		2
									List all Filings