-----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, FLAP2u3R/mBg8bvsqWCEQcaNV6iGpmIa+a2mRYecrFWPyOri2oCvwL2L7OJMdQ1d DB8Wmbs+Il2msrAit/KR/A== 0000950116-97-001660.txt : 19970912 0000950116-97-001660.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950116-97-001660 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970904 EFFECTIVENESS DATE: 19970904 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW BRUNSWICK SCIENTIFIC CO INC CENTRAL INDEX KEY: 0000071241 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 221630072 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-34943 FILM NUMBER: 97675347 BUSINESS ADDRESS: STREET 1: 44 TALMADGE RD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 BUSINESS PHONE: 9082871200 MAIL ADDRESS: STREET 1: 44 TALMADGE ROAD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 4, 1997 Registration No. 333-06029 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- NEW BRUNSWICK SCIENTIFIC CO., INC. (Exact name of registrant as specified in its charter) --------------- New Jersey (State or other Jurisdiction of 22-1630072 incorporation or organization) (I.R.S. Employer Identification No.) 44 Talmadge Road, P.O. Box 4005 Edison, New Jersey 08818-4005 (732) 287-1200 (Address, including zip code, including area code, of registrant's principal executive offices) New Brunswick Scientific Co., Inc. 1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS (Full title of the plan) Ezra Weisman, President 44 Talmadge Road, P.O. Box 4005 Edison, New Jersey 08818-4005 (732) 287-1200 (Name, Address, including zip code and telephone number including area code, of agent for service) ------------------- Copies to: Peter D. Hutcheon, Esq. Norris, McLaughlin & Marcus A Professional Corporation 721 Route 202-206 P.O. Box 1018 Somerville, NJ 08876-1018 (908) 722-0700
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to be Offering Price Aggregate Offering Registration to be Registered Registered(1) Per Share (2) Price (3) Fees - ----------------------------------------------------------------------------------------------------------------------------- Common Stock,$.0625 par value per Share 100,000 $7.00 $700,000 $212.12 shares - -----------------------------------------------------------------------------------------------------------------------------
(1) In addition, 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(s) described herein. This amendment solely increases the amount of registered shares from 114,980 to 214,980 shares. (2) Based upon last reported sale price on the over-the-counter-market, as quoted on NASDAQ on August 29, 1997. (3) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is the product resulting from multiplying 100,000, the number of additional shares registered by this Amendment No. 1 to the Registration Statement by $7.00 per share, the average exercise price of such options. TABLE OF CONTENTS
Item 1. Plan Information....................................................................................... * Item 2. Registrant Information and Plan Annual Information..................................................... * Item 3. Incorporation of Documents by Reference................................................................ 3 Item 4. Description of Securities............................................................................. ** Item 5. Interests of Named Experts and Counsel................................................................ ** Item 6. Indemnification of Directors and Officers............................................................. ** Item 7. Exemption from Registration Claimed................................................................... ** Item 8. Exhibits............................................................................................... 3 Item 9. Undertakings.......................................................................................... **
* Separately given to participants. Pursuant to the rules for filing a Registration Statement on Form S-8, such information is contained in a document which does not constitute a part of this Registration Statement but which shall, together with the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, constitute a prospectus under Section 10(a) of the Securities Act of 1933. ** The contents of New Brunswick Scientific Co., Inc,'s Registration Statement on Form S-8, Registration #333-06029, are incorporated herein by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information Omitted. Item 2. Registrant Information and Plan Annual Information Omitted. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference THE CONTENTS OF NEW BRUNSWICK SCIENTIFIC CO., INC.'s REGISTRATION STATEMENT ON FORM S-8, REGISTRATION #333-06029 ARE INCORPORATED HEREIN BY REFERENCE. The following documents filed by New Brunswick Scientific Co., Inc. (the "Company") with the Commission are also incorporated herein by reference: (a) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, and June 30, 1997; (b) The Company's Annual Report on Form 10-K for the year ended December 31, 1996; and (c) The material under the caption "Capital Stock to be Registered" in the Company's Registration Statement on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934 filed with the Commission on April 13, 1973, which incorporates by reference the information under "Common Stock" in the prospectus constituting a part of the Company's Registration Statement on Form S-1, as amended and effective on March 14, 1972 (File No. 2-42505). In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits 4(a) New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors 4(b) Form of Stock Option Agreement under Stock Option Plan *4(c) 1997 Amendment to New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors *5 Opinion of Norris, McLaughlin & Marcus, P.A. *23(a) Consent of KPMG Peat Marwick, LLP 23(b) Consent of Norris, McLaughlin & Marcus, P.A. (included in Exhibit 5) 24 Power of Attorney (included on signature page) ------------------------------------------------------------- *Filed herewith 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 Township of Edison, State of New Jersey on the 3rd day of September, 1997. NEW BRUNSWICK SCIENTIFIC CO., INC. By: /s/ Ezra Weisman ------------------------------ Ezra Weisman, President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Freedman and Ezra Weisman, and either of them (with full power in each to act alone), his true and lawful attorneys-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registrant Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each 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 that all said attorneys-in-fact, 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
/s/ David Freedman Chairman of the Board August 26, 1997 - ------------------------------ and Director David Freedman /s/ Ezra Weisman President, Chief August 26, 1997 - ------------------------------ Executive Officer, Ezra Weisman and Director /s/ Sigmund Freedman Treasurer and August 26, 1997 - ------------------------------ Director Sigmund Freedman /s/ Samuel Eichenbaum Chief Financial August 26, 1997 - ------------------------------ Officer Samuel Eichenbaum and Vice President, Finance - ------------------------------ Director ______ __, 1997 Bernard Leon /s/ Kiyoshi Masuda Director August 26, 1997 - ------------------------------ Kiyoshi Masuda
/s/ Ernest Gross Director August 26, 1997 - ------------------------------- Ernest Gross /s/ Martin Siegel Director August 26, 1997 - ------------------------------- Martin Siegel /s/ David Pramer Director August 26, 1997 - ------------------------------- Dr. David Pramer /s/ Marvin Weinstein Director August 26, 1997 - ------------------------------- Dr. Marvin Weinstein
EX-4 2 EXHIBIT 4(C) NEW BRUNSWICK SCIENTIFIC CO., INC. 1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS 1. Purpose The New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors (the "Plan") is intended to enable New Brunswick Scientific Co., Inc. (the "Company") to attract and retain experienced and qualified independent directors and to provide them with incentives to promote the best interests of the Company by enabling and encouraging them, through the grant of nonqualified stock options (the "Options") to acquire Company stock. As used in the Plan, the term "nonqualified stock options" means options which are not intended to qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986. as amended from time to time (the "Code"). The term "related corporation" means any corporation which is a "subsidiary corporation" of the Company as defined in Section 425(f) of the Code. 2. Administration Except as otherwise provided below, the Plan shall be administered by a Stock Option Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board") which shall be composed of at least three (3) persons who may, but need not be members of the Board of Directors. No member of the Committee shall be eligible to participate nor shall have been eligible to participate in the Plan (or in any other plan of the Company or any of its affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Company or any of its affiliates) for a period of at least one (1) year prior to his or her election to serve on the Committee. Subject to the terms of the Plan, the Committee shall have the authority to determine the persons to whom nonqualified stock options shall be granted under the Plan and to recommend the date of grant and the other terms and conditions thereof. The Committee shall have the authority to establish. from time to time, such rules and regulations, not inconsistent with the provisions of the Plan, for the proper administration of the Plan, and to make such determinations and interpretations under or in connection with the Plan and the Options granted hereunder, as it deems necessary or advisable. All such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Company, its stockholders. employees (including former employees), and directors. and any related corporation. and upon their respective legal representatives. beneficiaries, successors and assigns and upon all other persons claiming under or through any of them. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted hereunder, except those resulting from such member's willful misconduct. In addition to such other rights of indemnification as they may have as members of the Board or the Committee. the Company shall defend. indemnify and hold harmless the members of the Committee against all costs and expenses reasonably incurred by them in connection with any action. suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted hereunder, and against all amounts paid or payable by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid or payable by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith on the part of the Board or Committee member seeking indemnification hereunder, provided that upon the institution of any such action, suit or proceeding a Committee member shall, in writing, give the Company notice thereof and any opportunity. at its own expense. to handle and defend the same before such committee member undertakes to handle and defend it on her or his own behalf. 3. Eligibility The persons eligible to participate in the Plan shall be the nonemployee directors (except any director who may be ineligible as a result of his appointment to the Committee) of the Company who may be designated by the Committee. The persons eligible to receive Options under the Plan are hereinafter referred to as "Eligible Individuals". 4. Stock Subject to the Plan Subject to adjustment in accordance with the provisions of Section 10 hereof, 214,980 shares of Common stock, par value $.0625 per share of the Company ("Shares"), shall be available for the grant of Options under the Plan. Shares issuable under the Plan shall be authorized but unissued Shares of the Company, including treasury shares. If any Option granted under the Plan expires or otherwise terminates, in whole or in part. without having been exercised, the Shares subject to the unexercised portion of such Option shall be available for the granting of Options under the 1 Plan as fully as if such Shares had never been subject to an Option. 5. Grants and Price of Options (a) Grants. From time to time until the expiration or earlier termination of the Plan, the Committee may grant Options to Eligible Individuals (such grantees are hereinafter referred to as "Optionees") under the Plan. Options granted pursuant to the Plan to such Eligible Individuals shall be in such form as the Committee shall from time to time approve, and shall be subject to the terms and conditions of this Plan. (b) Price of Options. The purchase price per share (the "Option Price") under each Option granted under the Plan shall be determined and fixed by the Committee in its discretion, but shall not be less than eighty-five percent (85%) of the fair market value of such Shares on the date of grant of such Option. The fair market value of a Share on any day shall mean (i) the last reported closing price of a share as quoted by the Nasdaq and reported in The Wall Street Journal (or other reputable financial publication in the event The Wall Street Journal is unavailable); or if at any time the Company's Common stock is not eligible for quotation on Nasdaq; (ii) such other method of determining fair market value as shall be permitted by the Code or the rules or regulations thereunder, and adopted by the Committee from time to time. 6. Term of Options Unless earlier terminated pursuant to any provision hereof, all Options granted under the Plan shall expire on a date which is no later than the date that is ten (10) years after the date of grant of such Option (the "Expiration Date"). 7. Exercise and Payment (a) Exercise. Options shall become exercisable in installments. Twenty percent (20%) of the Options granted shall become exercisable one (1) year after the date upon which such Options are granted (the "Grant Date") and twenty percent (20%) shall become exercisable each year thereafter until all Options are exercisable at the end of five (5) years. Notwithstanding the foregoing sentence, all options shall immediately become exercisable upon the death of an Optionee. Except as otherwise provided in Section 8 below, Options shall only be exercisable by an Optionee while he or she remains a director of the Company. An Option which becomes exercisable pursuant to the foregoing provisions may be exercised at any time, in whole or in part, up to the expiration or termination of the Option; provided, however, that no Option may be exercised after ten (10) years after the Grant Date. Options may be exercised, in whole or in part, from time to time by giving written notice of exercise to the Company at its principal office, specifying the number of Shares to be purchased and accompanied by payment in full of the aggregate purchase price for such Shares. All Options may be exercised as to less than the full amount of Shares available at the time of exercise, but must be exercised in multiples of full Shares, rather than fractional Shares. (b) Payment. The Option Price shall be payable in cash or by check, bank draft, or postal or express money order. 8. Termination of Options and Transferability (a) Termination of Optionee's Directorship. If an Optionee ceases to be a director of the Company for any reason other than death (as described in Subsection (b) below) prior to the Expiration Date of any Options, such Option shall terminate immediately upon such cessation. (b) Death of Optionee. If an Optionee dies while a director of the Company and if on the dale of death an Optionee holds an Option that is not fully exercised. then for a period of six (6) months after the Optionee's death or the unexpired term of the Option, whichever is less, the Option may be exercised by the executor or administrator of the Optionee or by any person who acquires the Option from the Optionee by bequest or inheritance. to the extent that the Optionee could have exercised such Option on the date of his death. (c) Transferability. No Option shall be assignable or transferable by an Optionee otherwise than by will or by the laws of descent and distribution, and during the lifetime of the Optionee. the Option shall be exercisable only by him, or in the event of his legal disability, by his legal representative. 9. Registration of Shares The Company may, but shall not be obligated to, register the Options or the Shares received upon exercise of an Option, or both, with the Securities and Exchange Commission and any state securities law commission or agency. In the absence of such registration, both the Options and the Shares: (i) will be issued only pursuant to an exemption from registration; (ii) cannot be sold, pledged, transferred or otherwise disposed of in the absence of an effective registration statement 2 or an opinion of counsel satisfactory to the Company that such registration is not required; and (iii) will bear an appropriate restrictive legend setting forth the statement contained in subparagraph (ii) above. The Company shall not be required to sell or issue any Shares under any Option if the issuance of such Shares would, in the judgment of the Company, constitute or result in a violation by the Optionee or the Company of any provision of law or regulation of any governmental agency. The Company, at its discretion, may require the Optionee to sign, when exercising an Option. an investment letter satisfactory to the Company. 10. Adjustments (a) The number of Shares which may be issued under the Plan, as stated in Section 4 hereof, and the number of Shares issuable upon exercise of outstanding Options under the Plan (as well as the exercise price per share under such outstanding Options) shall be equitably adjusted by the Committee to reflect: (i) any stock dividend or stock split, (ii) any subdivision or combination of outstanding shares or (iii) any other reorganization or change in the stock or capital structure of the Company in connection with which the Company issues additional shares of capital stock without receiving any consideration therefor. (b) In the event the Company is liquidated or a corporate transaction described in Section 425(a) of the Code and the Treasury Regulations issued thereunder occurs (such as, for example, a merger, consolidation, acquisition of property or stock, separation, or reorganization), each outstanding Option shall be assumed by the surviving or successor corporation, if any. 11. Amendment or Discontinuance of the Plan The Board at any time, and from time to time, may suspend or discontinue the Plan or amend it in any respect whatsoever, provided, however, that, without the approval of the holders of at least a majority of the outstanding Shares, the Plan may not be amended so as to materially (a) increase the benefits accruing to participants under the Plan; (b) increase the number of Shares which may be issued under the Plan; (except for adjustments permitted or required under Section 10 hereof): (c) modify the requirements as to eligibility for participation in the Plan; or (d) materially increase the cost of the Plan to the Company; and provided further, that no such suspension, discontinuance or amendment shall materially impair the rights of any holder of an outstanding Option without the consent of such holder. 12. Application of Funds The funds received by the Company upon the exercise of Options and otherwise under the Plan shall be used for general corporate purposes as permitted by law. 13. Shareholder Approval This Plan is subject to the approval of the holders of at least a majority of the votes cast by the holders of Shares entitled to vote thereon; which approval shall be obtained at the annual shareholder's meeting following the adoption of the Plan by the Board. If the shareholders shall not approve the Plan as aforesaid, the Plan shall not be effective, and any and all actions taken prior thereto shall be null and void or shall, if necessary, be deemed to have been fully rescinded. 14. No Obligation to Exercise Option The granting of an Option shall impose no obligation upon an Optionee to exercise such Option. 15. Termination of Plan No Options may be granted after April 30, 1999, provided, however, that the Plan and all outstanding Options shall remain in effect until such Options have expired or vested, as the case may be, or are terminated in accordance with the Plan. 16. Miscellaneous Provisions (a) Rights as a Stockholder. An Optionee shall have no rights as a stockholder with respect to any Shares covered by his Option until the issuance of a stock certificate to him representing such Shares. (b) Option Agreement and Further Conditions. As soon as practicable after the grant of an Option, each Optionee shall enter into, and be bound by the terms of, a nonqualified stock option agreement (the "Nonqualified Stock Option Agreement") which shall state the number of Shares to which the Option pertains. The Nonqualified Stock Option Agreement shall set forth such terms, conditions and restrictions regarding the Option not inconsistent with the Plan as the Committee s all determine. Without limiting the generality of the foregoing, the Committee, in its discretion, may impose further conditions upon the 3 exercisability of Options and restrictions on transferability with respect to Shares issued upon exercise of Options. (c) Withholding of Taxes. The obligation of the Company to deliver Shares upon the exercise of any Option shall be subject to any applicable Federal, state and local tax withholding requirements. (d) Governing Law. This Plan shall, to the maximum extent possible, be construed in a manner consistent with the Code and shall otherwise be governed by the laws of the State of New Jersey. 4 EX-5 3 EXHIBIT 5 September 2, 1997 New Brunswick Scientific Co., Inc. 44 Talmadge Road P.O. Box 4005 Edison, NJ 08818-4005 Gentlemen: We refer you to Amendment No. 1 to the Registration Statement on Form S-8, File No. 333-06029, (as so amended, the "Registration Statement") under the Securities Act of 1993, of New Brunswick Scientific Co., Inc. (the "Company") pertaining to the offer and sale by the Company of up to 214,980 shares of the Company's Common Stock, par value $.0625 per share (the "Shares") pursuant to options granted from time to time under the Company's 1989 Stock Option Plan for Nonemployee Directors (the "Plan"). We have acted as counsel to the Company in connection with the Registration Statement. In such capacity, we have examined the Registration Statement, copies of the Plan, the Company's Certificate of Incorporation and such other corporate records and documents as we have deemed necessary in order to express the opinion set forth below. Based upon the foregoing examination, it is our opinion that upon the issuance from time to time of certificates evidencing the Shares and delivery thereof in exchange for payment therefor in accordance with the Plan, such Shares shall be validly issued, fully paid and nonassessable. New Brunswick Scientific Co., Inc. September 2, 1997 Page 2 We hereby consent to the use of this opinion as an exhibit to the Registration Statement and the reference to our firm in prospectus included in such Registration Statement under the heading "Validity of Common Stock." Very truly yours, NORRIS, MCLAUGHLIN & MARCUS, P.A. /s/ Norris, McLaughlin & Marcus EX-23 4 EXHIBIT 23(A) The Board of Directors New Brunswick Scientific Co., 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. KPMG Peat Marwick LLP /S/ KPMG Peat Marwick LLP Short Hills, New Jersey September 2, l997 -----END PRIVACY-ENHANCED MESSAGE-----