S-8 1 v011515.txt As filed with the Securities and Exchange Commission on January __, 2005 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IEC ELECTRONICS CORP. (Exact name of Registrant as specified in its charter) DELAWARE 13-3458955 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 105 NORTON STREET, NEWARK, NEW YORK 14513 (315) 331-7742 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive office) IEC ELECTRONICS CORP. 2001 STOCK OPTION AND INCENTIVE PLAN (Full title of plan) W. BARRY GILBERT CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER IEC ELECTRONICS CORP. 105 NORTON STREET NEWARK, NY 14513 TELEPHONE: (315) 331-7742 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: MARTIN S. WEINGARTEN, ESQ. BOYLAN, BROWN, CODE, VIGDOR & WILSON, LLP 2400 CHASE SQUARE ROCHESTER, NY 14604 TELEPHONE: (585) 232-5300 CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Offering Aggregate Securities to Amount to be Price Per Offering Amount of be Registered Registered (1) Share (2) Price (2) Registration Fee ------------- --------------- ---------- ------------ --------------- Common Stock, 1,000,000 shares $0.59 $590,000 $69.44 $.01 par value (1) The number of shares of Common Stock to be registered may be adjusted in accordance with the provisions of the IEC Electronics Corp. 2001 Stock Option and Incentive Plan (the "Plan") in the event that, during the period the Plan is in effect, there is effected any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend or any other increase or decrease in the number of shares or the payment of a stock dividend or any other increase or decrease in the number of such shares effected without receipt of consideration by the Registrant. Accordingly, this Registration Statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares which by reason of any such events may be issued in accordance with the provisions of the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the last sale price per share of the Registrant's shares of Common Stock as reported by the OTC Bulletin Board on January 19, 2005. PART I STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of Common Stock, par value $.01 per share (the "Common Stock"), of IEC Electronics Corp., a Delaware corporation (the "Registrant"), issuable pursuant to the IEC Electronics Corp. 2001 Stock Option and Incentive Plan (the "Plan"). The Registrant's previously filed Registration Statement on Form S-8 (No. 333-103847), as filed with the Securities and Exchange Commission (the "Commission") on March 17, 2003 is hereby incorporated by reference. 2 Upon this Registration Statement's effectiveness, there will be 2,500,000 shares registered under the Plan, 1,500,000 shares from Registration Statement No. 333-103847 and 1,000,000 shares from this Registration Statement on Form S-8. PART II Item 5. Interests of Named Experts and Counsel. Legal matters in connection with the shares of Registrant's Common Stock issuable under the Plan will be passed upon by Messrs. Boylan, Brown, Code, Vigdor & Wilson, LLP, 2400 Chase Square, Rochester, NY 14604. Justin L. Vigdor, senior counsel to this firm, is a director and Assistant Secretary of the Registrant, and Martin S. Weingarten, counsel to this firm, is Secretary of the Registrant. As of the date of this Registration Statement, Mr. Vigdor owns 202,075 shares of Registrant's Common Stock and has stock options to purchase 24,000 shares of Registrant's Common Stock; Mr. Weingarten owns 100 shares of Registrant's Common Stock and has stock options to purchase 4,500 shares of Registrant's Common Stock. Item 8. Exhibits. See Exhibit Index. 3 SIGNATURES Pursuant to the requirement 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 had duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Village of Newark, State of New York on January 19, 2005. IEC Electronics Corp. By: /s/ W. Barry Gilbert ------------------------------ W. Barry Gilbert Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each of the undersigned hereby appoints W. Barry Gilbert and Brian H. Davis and each of them, his true and lawful attorney-in-fact and agent with full powers of substitution for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement and any and all amendments, including post-effective amendments, to the Registration Statement, and to file the same, with all exhibits thereto and al documents in connection therewith, making such changes in the Registration Statement as such person or persons so acting seems appropriate, with the Securities and Exchange Commission, granting unto said attorneys-in-fact 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 count do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the dates indicated. 4
Signature Title Date --------- ----- ---- /s/ W.Barry. Gilbert Chairman of the Board and Chief January 19, 2005 ------------------------------- W. Barry Gilbert Executive Officer (Principal Executive Officer /s/ Brian H. Davis Vice President, Chief Financial January 19,, 2005 ------------------------------- Brian H. Davis Officer and Controller (Principal Financial and Accounting Officer) /s/ David J. Beaubien Director January 19, 2005 ------------------------------- David J. Beaubien /s/ Robert P.B. Kidd Director January 19, 2005 ------------------------------- Robert P.B. Kidd /s/ Eben S. Moulton Director January 19, 2005 ------------------------------- Eben S. Moulton Director January ___, 2005 ------------------------------- Dermott O'Flanagan /s/ James C. Rowe Director January 19, 2005 ------------------------------- James C. Rowe /s/ Justin L. Vigdor Director January 19, 2005 ------------------------------- Justin L. Vigdor
5 EXHIBIT INDEX Exhibit Number Description Location ------ ----------- -------- 4.1 IEC Electronics Corp. 2001 Stock Option * and Incentive Plan (As Amended - November 17, 2004) 5.1 Opinion and consent of Boylan, Brown, * Code, Vigdor & Wilson, LLP, counsel for the Registrant as to the legality of the shares of Common Stock being registered 23.1 Consent of Rotenberg & Co., LLP, * Independent Public Accountants 23.2 Consent of Boylan, Brown, Code, Vigdor & Included in Exhibit Wilson, LLP 5.1 to this Registration Statement. 24.1 Power of Attorney (See Signature Page) * Included as part of the electronic submission of this Registration Statement 6