-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TWrrYlSdA/S7/zZaCO5lzNPd/0bzmZS9XExKk1Ytp0Kfg1D5CtLBJ9WvkZ4mbA57 raX0va6LB+/Vc5LPki4yOA== 0000950152-96-001989.txt : 19960506 0000950152-96-001989.hdr.sgml : 19960506 ACCESSION NUMBER: 0000950152-96-001989 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960503 EFFECTIVENESS DATE: 19960522 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: METATEC CORP CENTRAL INDEX KEY: 0000203200 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 591698890 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03125 FILM NUMBER: 96555987 BUSINESS ADDRESS: STREET 1: 7001 METATEC BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147612000 MAIL ADDRESS: STREET 1: 7001 METATEC BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: SILCO INVESTORS CORP DATE OF NAME CHANGE: 19900801 S-8 1 METATEC CORPORATION S-8 1 As filed with the Securities and Exchange Commission on May 3, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM S-8 REGISTRATION STATEMENT under the Securities Act of 1933 METATEC CORPORATION (Exact name of registrant as specified in its charter) Florida 59-1698890 (State or other jurisdiction of (IRS Employer Identifica- incorporation or organization) tion Number) 7001 Metatec Boulevard Dublin, Ohio 43017 (Address of Principal Executive Offices) (Zip Code) Metatec Corporation 1990 Stock Option Plan (Full title of the plan) Jeffrey M. Wilkins, Chairman and Chief Executive Officer 7001 Metatec Boulevard Dublin, Ohio 43017 (Name and address of agent for service) (614) 761-2000 (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, $.10 par value 500,000 $12.25 $6,125,000 $2,112.07 ==========================================================================================
(1) The number of shares being registered represents additional shares authorized under the 1990 Stock Option Plan and not previously registered. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also includes an indeterminable number of additional 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) on the basis of the average of the high and low sale prices for the Registrant's Common Shares in the Nasdaq National Market system on April 30, 1996. 2 METATEC CORPORATION 1990 STOCK OPTION PLAN ______________________ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-84022) filed on May 28, 1992, as amended by the contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-71080) filed on October 29, 1993, and the Registrant's Registration Statement on Form S-8 (Registration No. 33-80170) filed on June 13, 1994, are hereby incorporated by reference in this registration statement. 3 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 Dublin, State of Ohio, on May 2, 1996. METATEC CORPORATION By /s/ Jeffrey M. Wilkins ------------------------------------- Jeffrey M. Wilkins, Chairman of the Board 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.
Name Title Date ---- ----- ---- /s/ Jeffrey M. Wilkins Chairman of the Board, May 2, 1996 - ------------------------ Chief Executive Officer Jeffrey M. Wilkins (principal executive officer), and Director /s/ Gregory T. Tillar President, Chief Operating May 2, 1996 - ------------------------ Officer, and Director Gregory T. Tillar /s/ William H. Largent Executive Vice President, May 2, 1996 - ------------------------ Secretary, Treasurer and William H. Largent Chief Financial Officer (principal financial officer and principal accounting officer), and Director A. Grant Bowen* Director May 2, 1996 - ------------------------ A. Grant Bowen E. David Crockett* Director May 2, 1996 - ------------------------ E. David Crockett Peter J. Kight* Director May 2, 1996 - ------------------------ Peter J. Kight Jerry D. Miller* Director May 2, 1996 - ------------------------ Jerry D. Miller James V. Pickett* Director May 2, 1996 - ------------------------ James V. Pickett
*The undersigned hereby executes this registration statement on behalf of each of the indicated directors of the Registrant pursuant to powers of attorney executed by such directors and filed as an exhibit to this registration statement. /s/ Jeffrey M. Wilkins ----------------------------- Jeffrey M. Wilkins 4 EXHIBIT INDEX
If Incorporated by reference, Exhibit document with which Exhibit Number Exhibits was previously filed - ------ -------- ----------------------------- 4(a) The Registrant's Incorporated herein by reference Amended and Restated to Exhibit 3(a) of Amendment No. 2 Articles of to the Registrant's Registration Incorporation Statement on Form S-1 (File No. 33-60878) filed on June 2, 1993 (b) The Registrant's Incorporated herein by reference to Amended and Restated Exhibit 3(b) to the Registrant's By-Laws Registration Statement on Form S-1 (File No. 33-60878) filed on May 9, 1993 (c) Form of Share Incorporated herein by reference to Certificate Exhibit 4 of Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (File No. 33-60878) filed on June 2, 1993 (d) Metatec Corporation Incorporated herein by reference to 1990 Stock Option Exhibit 4(d) of the Registrant's Plan, as amended Registration Statement on Form S-8 (File No. 33-84022) filed on May 28, 1992 (e) Amendment No. 2 to Incorporated herein by reference to Metatec Corporation Exhibit 4(d) of the Registrant's 1990 Stock Option Registration Statement on Form S-8 Plan (File No. 33-71080) filed on October 29, 1993 (f) Amendment No. 3 to Incorporated herein by reference to Metatec Corporation Exhibit 4(f) of the Registrant's 1990 Stock Option Registration Statement on Form S-8 Plan (File No. 33-80170) filed on June 13, 1994 (g) Amendment No. 4 to Incorporated herein by reference to Metatec Corporation Exhibit 10(h) of the Registrant's 1990 Stock Option Annual Report on Form 10-K for the Plan fiscal year ended December 31, 1995 5 Opinion of Baker & Hostetler Contained herein 23 (a) Consent of Baker & Hostetler Contained in Exhibit 5 (b) Consent of Deloitte Contained herein & Touche LLP 24 Powers of Attorney Contained herein
EX-5 2 EXHIBIT 5 1 EXHIBIT 5 --------- OPINION OF BAKER & HOSTETLER 2 May 2, 1996 Metatec Corporation 7001 Metatec Boulevard Dublin, Ohio 43017 Gentlemen: We are acting as counsel to Metatec Corporation, a Florida corporation (the "Company"), in connection with the 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 an additional 500,000 common shares, $0.10 par value, of the Company (the "Shares") for offer and sale under and pursuant to the Company's 1990 Stock Option Plan, as amended (the "Plan"). In connection therewith, we have examined the Company's Articles of Incorporation, as amended, the Company's By-Laws, 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 certificates from officers of the Company and others, as we considered necessary for purposes of this opinion. Based upon the foregoing, we are of the opinion that: (1) The Company is a corporation validly existing under the laws of Florida; and (2) The Shares have been duly authorized and, 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 BAKER & HOSTETLER EX-23.A 3 EXHIBIT 23.A 1 EXHIBIT 23(a) ------------- CONSENT OF BAKER & HOSTETLER Contained in Exhibit 5. EX-23.B 4 EXHIBIT 23.B 1 EXHIBIT 23(b) ------------- CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Metatec Corporation on Form S-8 of our reports dated February 9, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of Metatec Corporation for the year ended December 31, 1995. /s/ Deloitte & Touche LLP Columbus, Ohio May 2, 1996 EX-24 5 EXHIBIT 24 1 EXHIBIT 24 ---------- POWERS OF ATTORNEY 2 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full power of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements 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 "1933 Act"), any common shares, $.10 par value (the "Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and to a sign Registration Statement on Form S-3 and any and all amendments thereto (including post-effective amendments) to register under the 1933 Act 600,000 Shares of the Company, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Dated: April 24, 1996 /s/ A. Grant Bowen ------------------------------ A. Grant Bowen 3 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full power of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements 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 "1933 Act"), any common shares, $.10 par value (the "Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and to a sign Registration Statement on Form S-3 and any and all amendments thereto (including post-effective amendments) to register under the 1933 Act 600,000 Shares of the Company, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Dated: April 24, 1996 /s/ E. David Crockett ------------------------------ E. David Crockett 4 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full power of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements 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 "1933 Act"), any common shares, $.10 par value (the "Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and to a sign Registration Statement on Form S-3 and any and all amendments thereto (including post-effective amendments) to register under the 1933 Act 600,000 Shares of the Company, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Dated: April 24, 1996 /s/ Peter J. Kight ------------------------------ Peter J. Kight 5 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full power of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements 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 "1933 Act"), any common shares, $.10 par value (the "Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and to a sign Registration Statement on Form S-3 and any and all amendments thereto (including post-effective amendments) to register under the 1933 Act 600,000 Shares of the Company, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Dated: April 24, 1996 /s/ Jerry D. Miller ------------------------------ Jerry D. Miller 6 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full power of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements 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 "1933 Act"), any common shares, $.10 par value (the "Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and to a sign Registration Statement on Form S-3 and any and all amendments thereto (including post-effective amendments) to register under the 1933 Act 600,000 Shares of the Company, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Dated: April 24, 1996 /s/ James V. Pickett ------------------------------ James V. Pickett 7 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of them (with full power of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements 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 "1933 Act"), any common shares, $.10 par value (the "Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and to a sign Registration Statement on Form S-3 and any and all amendments thereto (including post-effective amendments) to register under the 1933 Act 600,000 Shares of the Company, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof. Dated: April 24, 1996 /s/ Gregory T. Tillar ------------------------------ Gregory T. Tillar -----END PRIVACY-ENHANCED MESSAGE-----