-----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, I9pdywo/MwQ7Kpswrn3rMPfS4M2COjCk3+V0JbXuBFTFXjwNvUKpoA5gOui8KcDz 5nlJB2UhRJacx0X9OAWkFQ== 0000893877-98-000713.txt : 19981118 0000893877-98-000713.hdr.sgml : 19981118 ACCESSION NUMBER: 0000893877-98-000713 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981117 EFFECTIVENESS DATE: 19981117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRM CORP CENTRAL INDEX KEY: 0000749254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 930809419 STATE OF INCORPORATION: OR FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67433 FILM NUMBER: 98754236 BUSINESS ADDRESS: STREET 1: 5208 N E 122ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97230-1074 BUSINESS PHONE: 5032578766 FORMER COMPANY: FORMER CONFORMED NAME: TRM COPY CENTERS CORP DATE OF NAME CHANGE: 19940411 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 17, 1998 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- TRM CORPORATION (Exact name of registrant as specified in its charter) ----------------- OREGON 93-0809419 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 5208 NE 122nd Avenue Portland, Oregon 97230-1074 (Address of Principal (Zip Code) Executive Offices) ----------------- TRM Corporation Restated 1996 Stock Option Plan (Full title of plan) Paul M. Brown Vice President of Finance and Chief Financial Officer TRM Corporation 5208 NE 122nd Avenue Portland, OR 97230-1074 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 257-8766 Copy to: Todd A. Bauman Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities to be Amount to Be Offering Price Per Aggregate Offering Amount of Registration Registered Registered Share (1) Price (1) Fee - ------------------------- ------------ ------------------ ------------------ ---------------------- Common Stock 500,000 Shares $9.50 $4,750,000 $1,320.50 - ----------------------------------------------------------------------------------------------------------------------- (1) The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933. The calculation of the registration fee for the 500,000 shares is based on $9.50 which was the average of the high and low prices reported for the Common Stock on November 16, 1998 as reported in The Wall Street Journal for Nasdaq National Market issues.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. The following documents filed by TRM Corporation (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the authorized capital stock of the Company contained in the Company's registration statement filed under section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description. All reports and other documents subsequently filed by the Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Article VII of the Company's Restated Articles of Incorporation provides for indemnification of directors and officers to the full extent and under the circumstances permitted by the Oregon Business Corporation Act. The Bylaws contain similar indemnification provisions. The effects of the Articles, Bylaws and the Oregon Business Corporation Act (the "Indemnification Provisions") are summarized as follows: (a) The Indemnification Provisions grant a right of indemnification in respect of any action, suit or proceeding (other than an action by or in the right of the Company) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, if the person concerned acted in good faith and in a manner the person II-1 reasonably believed to be in or not opposed to the best interests of the Company, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding, had not reasonable cause to believe the conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person did not meet the required standards of conduct. (b) The Indemnification Provisions grant a right of indemnification in respect of any action or suit by or in the right of the Company against the expenses (including attorneys' fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except that no right of indemnification will be granted if the person is adjudged to be liable to the Company. (c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right. (d) Because the limits of permissible indemnification under Oregon law are not clearly defined, the Indemnification Provisions may provide indemnification broader than that described in (a) and (b). Article VIII, part (c) of the Company's Bylaws provides that the Company will advance to a director or officer the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director or officer affirms in good faith that he or she has met the standard of conduct to be entitled to indemnification as described in (a) or (b) above and undertakes to repay any amount advanced if it is determined that the person did not meet the required standard of conduct. The Company's Articles and Bylaws provide that the Company may also indemnify its employees and agents to the fullest extent permitted by law. The Company may obtain insurance for the protection of its directors and officers against any liability asserted against them in their official capacities. The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, statute, policy of insurance, vote of shareholders or Board of Directors or otherwise. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. Item 7. Exemption From Registration Claimed. Not Applicable. II-2 Item 8. Exhibits. 4A Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1(b) of the Company's Form 10-K for the fiscal year ended June 30, 1998). 4B Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended June 30, 1998). 5 Opinion of Stoel Rives LLP. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Stoel Rives LLP (see Exhibit 5). 24 Powers of Attorney. 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: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. II-3 (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 which 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 of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Portland, State of Oregon, on November 16, 1998. TRM CORPORATION By: PAUL M .BROWN ------------------------------------ Paul M. Brown Vice President of Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of November, 1998. Signature Title (1) Principal Executive Officer: FREDERIC P. STOCKTON President, CEO and ----------------------------- Director Frederic P. Stockton (2) Principal Financial Officer: PAUL M. BROWN Vice President, Finance ----------------------------- and CFO Paul M. Brown (3) Directors: EDWARD E. COHEN Chairman of the Board ----------------------------- of Directors Edward E. Cohen II-5 DEBBI HURD BAPTIST Director ----------------------------- Debbi Hurd Baptist DANIEL G. COHEN Director ----------------------------- Daniel G. Cohen JOSEPH G. DENTON Director ----------------------------- Joseph G. Denton KENT B. GODFREY Director ----------------------------- Kent B. Godfrey JOEL R. MESZNIK Director ----------------------------- Joel R. Mesznik FREDERICK O. PAULSELL Director ----------------------------- Frederick O. Paulsell KENNETH L. TEPPER Director ----------------------------- Kenneth L. Tepper *By PAUL M. BROWN ------------------------------- Paul M. Brown, Attorney-in-Fact II-6 EXHIBIT INDEX Exhibit Sequential Page Number Document Description Number - ------- -------------------- --------------- 4A Restated Articles of Incorporation of TRM Corporation (the "Company") (Incorporated by reference to Exhibit 3.1(b) to the Company's Form 10-K for the fiscal year ended June 30, 1998). 4B Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company's 10-K for the fiscal year ended June 30, 1998). 5 Opinion of Stoel Rives LLP. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Stoel Rives LLP (see Exhibit 5). 24 Powers of Attorney. II-7 EX-5 2 OPINION OF STOEL RIVES LLP EXHIBIT 5 November 16, 1998 Board of Directors TRM Corporation 5208 NE 122nd Avenue Portland, OR 97230-1074 We have acted as counsel for TRM Corporation (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 500,000 shares of common stock, no par value, (the "Shares") of the Company issuable in connection with the Company's Restated 1996 Stock Option Plan (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon; and 2. The Shares have been duly authorized and, when issued pursuant to the Plan and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES LLP EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT The Board of Directors TRM Corporation (formerly TRM Copy Centers Corporation): We consent to the use of our reports incorporated herein by reference and to the reference to us under the heading "Experts" in the prospectus. KPMG PEAT MARWICK LLP Portland, Oregon November 13, 1998 EX-24 4 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY (TRM Corporation Restated 1996 Stock Option Plan) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of TRM Corporation, does hereby constitute and appoint FREDERIC P. STOCKTON and PAUL M. BROWN, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of TRM Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable TRM Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of TRM Corporation issuable pursuant to the TRM Corporation Restated 1996 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of TRM Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: November 16, 1998 FREDERIC P. STOCKTON PAUL M. BROWN - ------------------------------------ ------------------------------------ Frederic P. Stockton Paul M. Brown EDWARD E. COHEN DANIEL G. COHEN - ------------------------------------ ------------------------------------ Edward E. Cohen Daniel G. Cohen JOSEPH G. DENTON KENT B. GODFREY - ------------------------------------ ------------------------------------ Joseph G. Denton Kent B. Godfrey JOEL R. MESZNIK KENNETH L. TEPPER - ------------------------------------ ------------------------------------ Joel R. Mesznik Kenneth L. Tepper FREDERICK O. PAULSELL DEBBIE HURD BAPTIST - ------------------------------------ ------------------------------------ Frederick O. Paulsell Debbi Hurd Baptist -----END PRIVACY-ENHANCED MESSAGE-----