-----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, Dn4eKXjlAFHH362xstYxfJEXZNSCCufQN8g6eHHr69jtKOVBMn4FU8/n3ODSPbeS nRd9GAAd/v0sagFFQsrCeA== 0000719733-99-000002.txt : 19990122 0000719733-99-000002.hdr.sgml : 19990122 ACCESSION NUMBER: 0000719733-99-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990121 EFFECTIVENESS DATE: 19990121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEY TRONIC CORP CENTRAL INDEX KEY: 0000719733 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 910849125 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70917 FILM NUMBER: 99509332 BUSINESS ADDRESS: STREET 1: N 4424 SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099288000 MAIL ADDRESS: STREET 1: P O BOX 14687 CITY: SPOKANE STATE: WA ZIP: 99214 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1999 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ KEY TRONIC CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WASHINGTON 91-0849125 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) NORTH 4424 SULLIVAN ROAD SPOKANE, WASHINGTON 99216 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 1995 KEY TRONIC CORPORATION EXECUTIVE STOCK OPTION PLAN (FULL TITLE OF THE PLAN) RONALD F. KLAWITTER EXECUTIVE VICE PRESIDENT OF ADMINISTRATION, TREASURER AND SECRETARY KEY TRONIC CORPORATION NORTH 4424 SULLIVAN ROAD SPOKANE, WASHINGTON 99216 (509) 928-8000 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ______________________ COPY TO: LINDA A. SCHOEMAKER, ESQ. PERKINS COIE 1201 THIRD AVENUE, 48TH FLOOR SEATTLE, WASHINGTON 98101-3099 ______________________ CALCULATION OF REGISTRATION FEE
TITLE OF NUMBER TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TO BE REGISTERED (2) SHARE(1) PRICE(1) FEE Common Stock, no par value per 1,500,000 $4.532 $6,798,000 $2005.41 share
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee. The price per share is estimated to be $4.532, based on the average of the high ($4.688) and low ($4.375) sale prices for the Registrant's Common Stock in the over-the-counter market on January 13, 1999, as reported on the Nasdaq National Market. (2) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the 1995 Key Tronic Corporation Executive Stock Option Plan as the result of any future stock split, stock dividend or similar adjustment of the Registrant's outstanding Common Stock. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference into this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended June 27, 1998, filed with the Securities and Exchange Commission (the "Commission") on September 22, 1998, which contains audited financial statements for the most recent year for which such statements have been filed; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the fiscal year covered by the Form 10-K referred to in (a) above; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement No. 011559 on Form 8-A filed with the Commission on April 3, 1984 under Section 12(g) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The opinion of counsel as to the legality of the securities that may be issued under the Registrant's 1995 Key Tronic Corporation Executive Stock Option Plan is given by Kathleen Nemeth, General Counsel for the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 23B.08.510 through 23B.08.600 of the Washington Business Corporation Act (the "Washington Act") authorizes a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for arising under the Securities Act of 1933, as amended (the "Securities Act"). Section VI of the Registrant's Restated Bylaws provides for indemnification of the Registrant's directors and officers to the maximum extent permitted by Washington law, which includes a right to indemnification for all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by any person in connection with any actual or threatened proceeding by reason of the fact that such person is or was serving as a director or an officer of the Registrant, with certain statutory exceptions. The Restated Bylaws also provide that the Registrant may, by action of its Board of Directors, provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers. Section 23B.08.320 of the Washington Act authorizes a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, self-dealing or illegal corporate loans or distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. Article VI.7 of the Registrant's Restated Articles of Incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on the liability of directors to the Registrant and its shareholders. The Registrant also maintains an insurance policy insuring its directors and officers against liability for certain acts or omissions while acting in their official capacities. ITEM 8. EXHIBITS Exhibit Number Description 5.1 Opinion of Counsel regarding legality of the Common Stock being registered 23.1 Consent of Deloitte & Touche LLP (see page II-5) 22.2 Consent of Counsel (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney (see Signature Page) 99.1* 1995 Key Tronic Corporation Executive Stock Option Plan *previously filed. ITEM 9. UNDERTAKINGS 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: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (b) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a) and (1)(b) above 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 Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 registered that 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, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Spokane, State of Washington, on January 21, 1999. KEY TRONIC CORPORATION By /s/ Ronald F. Klawitter Ronald F. Klawitter Executive Vice President of Administration, Treasurer and Secretary POWER OF ATTORNEY EACH PERSON WHOSE INDIVIDUAL SIGNATURE APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS JACK W. OEHLKE AND RONALD F. KLAWITTER, OR EITHER OF THEM, HIS ATTORNEYS-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND ON BEHALF OF HIM, INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW, AND TO FILE, ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, INCLUDING ANY AND ALL POST-EFFECTIVE AMENDMENTS. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on January 21, 1999. SIGNATURE TITLE /s/ Jack W. Oehlke Chief Executive Officer, President Jack W. Oehlke and Director /s/ Stanley Hiller, Jr. (Principal Executive Officer) Stanley Hiller, Jr. Chairman of the Board of Directors /s/ Ronald F. Klawitter Executive Vice President of Ronald F. Klawitter Administration, Treasurer and Secretary (Principal Financial Officer) /s/ Keith D. Cripe Controller (Principal Accounting Keith D. Cripe Officer) /s/ Michael R. Hallman Michael R. Hallman Director /s/ Kenneth F. Holtby Kenneth F. Holtby Director /s/ Dale F. Pilz Dale F. Pilz Director /s/ Wendell J. Satre Wendell J. Satre Director /s/ Yacov A. Shamash Yacov A. Shamash Director /s/ Clarence W. Spangle Clarence W. Spangle Director /s/ William E. Terry William E. Terry Director INDEX TO EXHIBITS Exhibit Number Description 5.1 Opinion of Counsel regarding legality of the Common Stock being registered 23.1 Consent of Deloitte & Touche LLP (see page II-5) 23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney (see Signature Page) 99.1* 1995 Key Tronic Corporation Executive Stock Option Plan *previously filed. EX-5.1 2 OPINION OF COUNSEL EXHIBIT 5.1 January 21, 1999 Key Tronic Corporation North 4424 Sullivan Road Spokane, Washington 99214-0687 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen and Ladies: As General Counsel of Key Tronic Corporation (the "Company"), I have acted as counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), with respect to 1,500,000 shares of the Company's common stock, no par value (the "Shares"), which are to be issued pursuant to the 1995 Key Tronic Corporation Executive Stock Option Plan (the "Plan"). I have examined the Registration Statement and such documents and records of the Company and other documents as I have deemed necessary for the purpose of this opinion. Based upon and subject to the foregoing, I am of the opinion that the Shares that may be issued by the Company pursuant to the Plan have been duly authorized and that, upon the due execution by the Company and registration by its registrars of the Shares, the issuance thereof by the Company, and the receipt of the consideration therefor in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to me under the heading "Interests of Named Experts and Counsel" in the Registration Statement. In giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Kathleen L. Nemeth Kathleen L. Nemeth General Counsel Key Tronic Corporation EX-23.1 3 CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Key Tronic Corporation on Form S-8 of our report dated August 10, 1999, appearing in the Annual Report on Form 10-K of Key Tronic Corporation for the year ended June 27, 1998. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Seattle, Washington January 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----