0000801448-95-000025.txt : 19950915 0000801448-95-000025.hdr.sgml : 19950915 ACCESSION NUMBER: 0000801448-95-000025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950914 EFFECTIVENESS DATE: 19951003 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELCOTEL INC CENTRAL INDEX KEY: 0000801448 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 592518405 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62631 FILM NUMBER: 95573703 BUSINESS ADDRESS: STREET 1: 6428 PARKLAND DR CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 8137580389 MAIL ADDRESS: STREET 1: 6428 PARKLAND DR CITY: SARASOTA STATE: FL ZIP: 34243 S-8 1 As filed with the Securities and Exchange Commission on September 13, 1995. Registration No. 33- ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ ELCOTEL, INC. ______________________________________________________________________________ (Exact name of issuer as specified in its charter) Delaware 59-2518405 ____________________________________________________________________________ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 6428 Parkland Drive, Sarasota, Florida 34243 ____________________________________________________________________________ (Address of principal executive offices) Elcotel, Inc. 1991 Stock Option Plan ____________________________________________________________________________ (Full title of the plan) Ronald M. Tobin Chief Financial Officer Elcotel, Inc. 6428 Parkland Drive Sarasota, Florida 34243 ____________________________________________________________________________ (Name and address of agent for service) (941) 758-0389 ____________________________________________________________________________ (Telephone number, including area code, of agent for service) Copies to: Larry P. Laubach, Esquire Schnader, Harrison, Segal & Lewis Suite 3600 1600 Market Street Philadelphia, Pennsylvania 19103 Telephone: (215) 751-2360
_________________________________________________________________ CALCULATION OF REGISTRATION FEE ================================================================= Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of to be be Offering Price Aggregate Offering Registration Registered Registered per Share Price Fee ----------- ---------- ---------------- ------------------ ------------ Common Stock, 350,000 $8.1875 (*) $2,865,625 (*) $988.15 (*) par value $.01 shares per share _______________________________________________________________________________________ (*) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h), based upon the average of the high and low prices of a share of Common Stock on September 7, 1995, which was $8.1875 per share. The approximate date of proposed sale to the public will be from time to time upon exercise of options granted pursuant to the Plan.
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 are hereby incorporated by reference herein and made a part hereof: (a) The annual report of the Company on Form 10-KSB for the year ended March 31, 1995; (b) The quarterly report of the Company on Form 10-QSB for the quarter ended June 30, 1995, and all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant's document referred to in (a) above; (c) The Description of Securities contained in Item 1 of the Form 8-A dated November 21, 1986, filed with the Commission on November 26, 1986. In addition, any and all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Item 4. Description of Securities. As the securities to be offered pursuant to this registration statement are registered under Section 12 of the Securities Exchange Act of 1934, this item is inapplicable. II-1 Item 5. Interests of Named Experts and Counsel. The due issuance of the shares offered hereby has been passed upon by Schnader, Harrison, Segal & Lewis. Item 6. Indemnification of Directors and Officers. The Company's Certificate of Incorporation contains a provision limiting directors' liability under certain circumstances, which provides that a director is not personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability to the extent provided by applicable law (i) for any breach of a director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (which deals with willful or negligent payment of unlawful dividends or stock redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. Statutory authority for such provision is contained in Section 102(b)(7) of the Delaware General Corporation Law. The Company's Bylaws provide that it shall indemnify its officers and directors to the fullest extent permitted by the Delaware General Corpor- ation Law against expenses, judgments, fines and amounts paid in settlement reasonably incurred by such person in connection with any legal action against such person by reason of the fact that such person is or was a director, officer or employee of the Company or served at the request of the Company as an officer or director of another entity if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Company and with respect to any criminal action, such person had no reasonable cause to believe his conduct was unlawful. Statutory authority for such indemnification is contained in Section 145 of the Delaware General Corporation Law, which is incorporated herein by refer- ence thereto. II-2 Item 7. Exemption From Registration Claimed. As no restricted securities are to be reoffered or resold pursuant to this Registration Statement, this item is inapplicable. Item 8. Exhibits The exhibits required by Item 601 of Regulation S-K and this item are included following the Exhibit Index at Page E-1, all of which are incorporated herein by reference. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) Include any additional or changed material information on the plan of distribution; (2) For determining liability under the Securities Act of 1933, treat each post-effective amendment as a new registration statement of the securities being offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. II-3 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 (and, where applicable, each filing of the employee benefit plan's annual report pursuant to 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. 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 pro- ceeding) 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 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 Sarasota, State of Florida on August 31, 1995. ELCOTEL, INC. By:/s/ Tracey L. Gray ------------------- Tracey L. Gray President, Chief Operating Officer and Director 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 date indicated. Signature Title Date --------- ----- ---- /s/ C. Shelton James Chairman of the Board, August 31, 1995 ------------------------ Chief Executive Officer C. Shelton James and Director (principal executive officer) /s/ Tracey L. Gray President, Chief Oper- August 31, 1995 ------------------------ ating Officer and Direc- Tracey L. Gray tor /s/ Dwight Jasmann Director August 31, 1995 ------------------------ Dwight Jasmann /s/ Charles A. Moore Director August 31, 1995 ------------------------ Charles A. Moore II-5 /s/ Thomas Earl Patton Director August 31, 1995 ------------------------ Thomas Earl Patton /s/ T. Raymond Suplee Director August 31, 1995 ------------------------ T. Raymond Suplee /s/ Thomas R. Wiltse Director August 31, 1995 ------------------------ Thomas R. Wiltse /s/ Ronald M. Tobin Vice President and Chief August 31, 1995 ------------------------ Financial Officer Ronald M. Tobin (principal financial officer II-6 EXHIBIT INDEX Number Description Method of Filing ------ ----------- ---------------- 5 Opinion of Schnader, Filed herwith on page ___ Harrison, Segal & Lewis of sequentially numbered copy. 23.1 Consent of Deloitte & Filed herwith on page ___ Touche LLP of sequentially numbered copy. 23.2 Consent of Schnader, Included in Exhibit 5 above. Harrison, Segal & Lewis E-1 EX-5 2 OPINION RE LEGALITY EXHIBIT 5 [SCHNADER, HARRISON, SEGAL & LEWIS LETTERHEAD] September 13, 1995 Board of Directors Elcotel, Inc. 6428 Parkland Drive Sarasota, Florida 34243 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel for Elcotel, Inc. ("Elcotel") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of a Registration Statement on Form S-8 relating to shares of common stock of Elcotel (the "Shares") covered by the 1991 Stock Option Plan (the "Plan"). As counsel for Elcotel, we have examined such corporate records and other documents of Elcotel and considered such questions of law as we have deemed necessary or appropriate for purposes of this opinion. On the basis of such examination, we are of the opinion that the Shares have been duly authorized, and when duly issued against payment of the purchase price therefor pursuant to the Plan and due exercise of the options thereunder, will be validly issued, fully paid and non-assessable. We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement and the reference to our Firm in Item 5 of the Registration Statement under the caption "Interests of Named Experts and Counsel." Very truly yours, /s/ Schnader, Harrison, Segal & Lewis ------------------------------------- SCHNADER HARRISON SEGAL & LEWIS EX-23 3 CONSENT OF AUDITORS EXHIBIT 23.2 INDEPENDENT AUDITOR' CONSENT We consent to the incorporation by reference in this Registration Statement of Elcotel, Inc. on Form S-8 of our report dated June 2,1995, appearing in the Annual Report on Form 10-KSB of Elcotel,Inc. For the year ended March 31, 1995. /s/ Deloitte & Touche LLP ------------------------- DELOITTE & TOUCHE LLP Tampa, Florida September 11, 1995