-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WTeCeiq+4K0TScIgXj84aTenZiVitJn6KInkJsrf1zMygDrExdqkreorIGyhqeQt 3jM/mebe1N2cQoDyvmpzRg== 0000899140-95-000122.txt : 199506290000899140-95-000122.hdr.sgml : 19950629 ACCESSION NUMBER: 0000899140-95-000122 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950628 EFFECTIVENESS DATE: 19950717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KERR GROUP INC CENTRAL INDEX KEY: 0000055454 STANDARD INDUSTRIAL CLASSIFICATION: GLASS CONTAINERS [3221] IRS NUMBER: 950898810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60685 FILM NUMBER: 95550374 BUSINESS ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105562200 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: KERR GLASS MANUFACTURING CORP DATE OF NAME CHANGE: 19920518 S-8 1 KERR GROUP, INC. REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on June 28, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kerr Group, Inc. (Exact name of registrant as specified in its charter) Delaware 95-0898810 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1840 Century Park East Los Angeles, California 90067 (Address of principal executive offices) (zip code) Kerr Group, Inc. Amended and Restated 1993 Employee Stock Option Plan (Full title of the plan) Roger W. Norian Chairman, President and Chief Executive Officer Kerr Group, Inc. 1840 Century Park East Los Angeles, California 90067 (Name and address of agent for service) (310) 556-2200 (Telephone number, including area code, of agent for service) COPY TO: Harvey L. Sperry, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, NY 10022 (212) 821-8000 2 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share (2) price fee Common Stock, $0.50 par value per share 180,000(1) $7.5625 $1,361,250 $469.40 (1) Represents the shares issuable upon the exercise of options granted under the Kerr Group, Inc. Amended and Restated 1993 Employee Stock Option Plan (the "Employee Stock Option Plan"). (2) These calculations have been made solely for the purposes of estimating the registration fee pursuant to Rule 457(h). The fee was calculated using the average of the high and low price of the Common Stock on the NYSE on June 27, 1995. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by Kerr Group, Inc., a Delaware corporation ("Company"), are incorporated herein by reference: (a) The Company's Registration Statement on Form S-8, Registration No. 33-70806, dated October 25, 1993; (b) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (d) The Company's Current Report on Form 8-K, dated May 10, 1995; (e) The description of Company's Common Stock, par value $0.50 per share (the "Common Stock"), which is contained in the prospectus filed with an amendment to the Company's Registration Statement No. 2-65326 under the Securities Act of 1933, as amended (the "Securities Act"), on September 14, 1979. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock offered hereby is being passed upon for the Company by Willkie Farr & Gallagher. As of the date of this Registration Statement, Harvey L. Sperry, a partner of Willkie Farr and Gallagher, is a director of the Company and beneficially owns 25,034 shares of Common Stock. 4 Item 8. EXHIBITS Exhibit No. 5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as to the legality of the securities being registered. 23.1 Consent of KPMG Peat Marwick. 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5). 24 Powers of Attorney (reference is made to the signature page). 5 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 Los Angeles, State of California, on June 20, 1995. KERR GROUP, INC. (Registrant) By: /s/ Roger W. Norian Roger W. Norian Chairman, President and Chief Executive Officer 6 Power of Attorney Each person whose signature appears below hereby constitutes and appoints Roger W. Norian and Harvey L. Sperry and each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 and on the dates indicated. Signature Capacity Date /s/ Roger W. Norian Chairman, President June 20, 1995 Roger W. Norian and Chief Executive Officer /s/ Gordon C. Hurlbert Director June 20, 1995 Gordon C. Hurlbert /s/ Michael C. Jackson Director June 20, 1995 Michael C. Jackson /s/ John D. Kyle Director June 20, 1995 John D. Kyle /s/ James R. Mellor Director June 20, 1995 James R. Mellor /s/ Robert M. O'Hara Director June 20, 1995 Robert M. O'Hara 7 /s/ Harvey L. Sperry Director June 20, 1995 Harvey L. Sperry /s/ D. Gordon Strickland Senior Vice President, June 20, 1995 D. Gordon Strickland Finance and Chief Financial Officer (Principal Financial Officer) /s/ J. Stephen Grassbaugh Vice President and June 20, 1995 J. Stephen Grassbaugh Controller (Principal Accounting Officer) 8 INDEX TO EXHIBITS Exhibit No. Page 5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as to the legality of the securities being registered. 23.1 Consent of KPMG Peat Marwick. 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5). 24 Powers of Attorney (reference is made to the signature page). EX-5 2 WF&G OPINION 1 [LETTERHEAD OF WILLKIE FARR & GALLAGHER] June 28, 1995 Kerr Group, Inc. 1840 Century Park East Los Angeles, California 90067 Ladies and Gentlemen: We have acted as counsel to Kerr Group, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with respect to the Company's Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on June 28, 1995, in connection with the registration under the Securities Act of 1933, as amended, by the Company of an aggregate of 180,000 shares of Common Stock, par value $0.50 per share (the "Shares"), issuable upon the exercise of stock options granted under the Kerr Group, Inc. Amended and Restated 1993 Employee Stock Option Plan (the "Plan"). As counsel for the Company, we have examined, among other things, the federal and state laws and such documents, certificates and records as we deemed necessary and appropriate for the purpose of providing this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly and validly authorized for issuance and, upon delivery thereof and payment therefor as provided in the Plan, will be validly issued, fully paid, and nonassessable. We consent to your filing copies of this opinion as an exhibit to the Registration Statement. Very truly yours, 91740477 EX-23 3 ACCOUNTANTS CONSENT 1 KPMG Peat Marwick LLP 725 South Figueroa Street Los Angeles, California 90017 The Board of Directors Kerr Group, Inc. We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. Our report refers to a change in accounting method for postretirement benefits and income taxes. /s/ KPMG Peat Marwick LLP Los Angeles, California June 21, 1995 91740478 -----END PRIVACY-ENHANCED MESSAGE-----