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 Stearns & Lehman, Inc. 7 31K
2: EX-4.C Instrument Defining the Rights of Security Holders 10 33K
3: EX-5 Opinion re: Legality 2 9K
4: EX-23.A Consent of Experts or Counsel 2 6K
5: EX-24 Power of Attorney 6 13K
As filed with the Securities and Exchange Commission on December 22, 1998
Registration No. 333-__________
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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Stearns & Lehman, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 34-1579817
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Paragon Parkway, Mansfield, Ohio 44903
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(Address of Principal Executive Offices) (Zip Code)
Stearns & Lehman, Inc.
Amended and Restated 1994 Stock Option Plan
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(Full title of the plan)
Copy to:
William C. Stearns, President Susan E. Brown, Esq.
Stearns & Lehman, Inc. Vorys, Sater, Seymour and Pease LLP
30 Paragon Parkway 52 East Gay Street
Mansfield, Ohio 44903 Columbus, Ohio 43216-1008
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(Name and address of agent for service)
(419) 522-2722
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per unit (1) price (1) registration fee
---------------------- -------------------- --------------------------------------- ----------------------- --------------------
Common Shares, 275,000 $2.656 for 17,000 Common Shares; $867,656.00 $241.21
Without Par Value $3.188 for 258,000 Common Shares
---------------------- -------------------- --------------------------------------- ----------------------- --------------------
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed
on the basis of: (a) $2.656 for 17,000 Common Shares, which is the
price at which outstanding options to purchase such Common Shares may
be exercised, and (b) $3.188 per share for 258,000 of the Common Shares
to be registered, which is the average of the high and low sales prices
of the Common Shares as reported on The Nasdaq Stock Market on December
17, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are specifically
incorporated by reference herein:
(a) Registrant's Annual Report on Form 10-KSB for the year ended
April 30, 1998;
(b) All other reports filed by Registrant with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act since April 30, 1998; and
(c) The description of the Registrant's Common Shares contained in
the Registrant's Registration Statement on Form 8-A dated December 12, 1996,
which incorporates by reference the description of the Registrant's Common
Shares contained in the Registrant's Registration Statement on Form SB-1
(Registration No. 333-04244C) effective October 22, 1996, or contained in any
subsequent amendment or report filed for the purpose of updating such
description.
Any definitive Proxy Statement or Information Statement filed pursuant
to Section 14 of the Securities Exchange Act and all documents which may be
filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by reference
and to be made a part hereof from the date of filing of such documents;
provided, however, that no report of the Compensation Committee of the Board of
Directors of the Registrant on executive compensation and no performance graph
included in any Proxy Statement or Information Statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be incorporated herein by
reference.
Item 4. Description of Securities.
-----------------------------------
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the Common Shares of the Registrant
being registered on this Registration Statement on Form S-8 will be passed upon
for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street,
P.O. Box 1008, Columbus, Ohio 43216-1008. Members of Vorys, Sater, Seymour and
Pease LLP and attorneys employed thereby, together with members of their
immediate families, beneficially own less than $50,000 of Common Shares of the
Registrant.
Item 6. Indemnification of Directors and Officers.
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Ohio Revised Code Section 1701.13 authorizes indemnification of
directors, officers, employees and agents of the Company; allows the advancement
of costs of defending against litigation; and permits companies incorporated in
Ohio to purchase insurance on behalf of directors, officers, employees and
agents against liabilities whether or not under the circumstances such companies
could have the power to indemnify against such liabilities under the provisions
of the statute.
The Company's Code of Regulations provides for indemnification of its
officers, directors, employees and agents to the fullest extent permitted by the
laws of the State of Ohio. The Company's Code of Regulations will, to the
fullest extent permitted by Ohio law, provide indemnification against liability
of a director or officer to the Company or its shareholders for damages for
breach of such director's or officer's fiduciary duties to the Company, except
where a director or officer: (a) violates criminal law, unless such person had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (b) engages in a transaction from which such
person derived an improper benefit; or (c) authorizes an unlawful dividend.
While liability for monetary damages has been eliminated, equitable remedies
such as injunctive relief or rescission remain available.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached hereto at page II-6.
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Item 9. Undertakings.
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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;
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(1)(i) and A(1)(ii) do 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 Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(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
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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 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. 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 provisions described in Item
6 of this Part II, 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 Columbus, State of Ohio, on the 22 day of December,
1998.
STEARNS & LEHMAN, INC.
By: /s/ William C. Stearns
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William C. Stearns
President, Treasurer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 22 day of December, 1998.
Signature Title
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/s/ William C. Stearns President, Treasurer and Director
---------------------- (Principal Executive Officer)
William C. Stearns
/s/ John A. Chuprinko* Chief Financial Officer (Principal
-------------------------- Financial and Accounting Officer)
John A. Chuprinko
/s/ Sally A. Stearns* Director, Vice President and Secretary
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Sally A. Stearns
/s/ Frank E. Duval* Director
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Frank E. Duval
/s/ Carter F. Randolph* Director
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Carter F. Randolph
* By Power of Attorney
/s/ William C. Stearns
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Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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4(a) Amended Articles of Incorporation of Stearns & Incorporated herein by reference to
Lehman, Inc. Registrant's Registration Statement on
Form SB-1 filed on September 25, 1996
(Registration No. 333-4244-C)
4(b) Amended Code of Regulations of Stearns & Lehman, Incorporated herein by reference to
Inc. Registrant's Registration Statement on
Form SB-1 filed on September 25, 1996
(Registration No. 333-4244-C) [Exhibit 3.2]
4(c) Stearns & Lehman, Inc. Amended and Restated 1994 Pages 8-17.
Stock Option Plan
5 Opinion of Vorys, Sater, Seymour and Pease LLP, Pages 18 and 19.
counsel to Registrant
23(a) Consent of PricewaterhouseCoopers LLP Page 21.
23(b) Consent of Vorys, Sater, Seymour and Pease LLP, Filed as part of Exhibit 5 hereof.
counsel to Registrant
24 Powers of Attorney Pages 22-27.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / Effective on: | | 12/22/98 | | 1 |
| | 12/17/98 | | 1 |
| | 4/30/98 | | 2 | | | | | 10KSB |
| | 12/12/96 | | 2 |
| | 10/22/96 | | 2 |
| | 9/25/96 | | 7 |
| List all Filings |
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