-----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, DDWinaPHscP5IyIfbHHyGTzJGCaxq2d/aiRcIpJy91qmubBS9lfvNRc0XaG35XHs IIFc7wqiP4k8QpCZ2OjzEQ== 0000814677-94-000044.txt : 19941216 0000814677-94-000044.hdr.sgml : 19941216 ACCESSION NUMBER: 0000814677-94-000044 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941215 EFFECTIVENESS DATE: 19950103 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLM INTERNATIONAL INC CENTRAL INDEX KEY: 0000814677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943041257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56877 FILM NUMBER: 94564981 BUSINESS ADDRESS: STREET 1: STEUART ST TOWER STE 900 STREET 2: ONE MARKET PLZ CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159741399 S-8 1 As filed with the Securities and Exchange Commission on December 15, 1994 Registration No. 33-______________ ============================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________________________________________ ________________ PLM INTERNATIONAL, INC. (Exact name of registrant as specified on its charter) ______________________________________________________________ ________________ Delaware (State or other jurisdiction of or organization) 94-3041257 (I.R.S. Employer Identification Number) One Market Street Steuart Street Tower, Suite 900 San Francisco, CA 94105-1301 (Address of Principal Executive Offices and Zip Code) _______________________________ PLM International, Inc. Employee Stock Ownership Plan (Full title of the plan) Stephen Peary Senior Vice President, Secretary and General Counsel One Market Street Steuart Street Tower, Suite 900 San Francisco, CA 94105-1301 (415) 974-1399 (Name and address, and telephone number, including area code, of agent for service) _________________________________________ Copy to: Morgan P. Guenther, Esq. Farella, Braun & Martel 235 Montgomery Street, Suite 3000 San Francisco, CA 94104 (415) 954-4431_________________________________________ Calculation of Registration Fee
Proposed Proposed Title of maximum maximum securities Amount to offering aggregate Amount of to be be regis- price per offering registration registered tered share price fee Common Stock, 2,000,000 $2.50 $5,000,000 $1,724.14 $.01 par value Shares Pursuant to Rule 457(h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the closing price of a share of Common Stock as reported on the American Stock Exchange on December 13, 1994.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. PLM International, Inc. a Delaware corporation (the "Company" or "Registrant"), hereby incorporates by reference in this Registration Statement the following documents: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as amended. (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, 1994, as amended, and September 30, 1994. (c) Current Report on Form 8-K dated June 17, 1994. (d) The description of the Company's Common Stock and Rights contained in the Company's registration statement on Form 8-A (File No. 1-9670), filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are hereby deemed to be incorporated by reference in this Registration Statement and a part hereof from the date of the filing of such documents. Item 5. Interests of Named Experts and Counsel. The financial statements and schedules of the Company as of December 31, 1993 and 1992 and for each of the years in the three-year period ended December 31, 1993 have been incorporated by reference in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent public accountants, incorporated by reference herein, upon the authority of said firm as experts in accounting and auditing. The validity of the issuance of the shares of Common Stock registered hereby will be passed upon by Farella, Braun & Martel, counsel to the Company. Item 6. Indemnification of Directors and Officers. The Registrant has authority under Section 145 of the General Corporation Law of the State of Delaware to indemnify its officers, directors, employees and agents to the extent provided in such statute. Article Tenth of the Registrant's Certificate of Incorporation, referenced as Exhibit 4.1 hereto, provides for indemnification of the Registrant's officers and directors to the full extent provided in Section 145. Article VIII of the Registrant's Bylaws, referenced as Exhibit 4.2 hereto, also provides for indemnification of the Registrant's officers, directors, employees and agents. In addition, the Company has entered into indemnification agreements with its directors which require the Company to indemnify any director, to the fullest extent permitted by law, against any losses, claims, damages and expenses arising out of or in connection with his service as a director. These agreements also require the Company to obtain and maintain insurance for indemnification which is adequate on light of industry standards and reasonable business practice. Section 102 of the General Corporation Law of the State of Delaware permits the limitation of a director's personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director except in certain situations including the breach of a director's duty of loyalty or acts or omissions not made in good faith. Article Tenth of the Registrant's Certificate of Incorporation limits directors' personal liability to the extent permitted by Section 102. Item 8. Exhibits. Exhibit No. Description 4.1 Certificate of Incorporation of Registrant, incorporated by reference to Registrant's Form 10-K filed with the Securities and Exchange Commission on April 2, 1990. 4.2 Bylaws of Registrant, incorporated by reference to Registrant's Form 10-K filed with the Securities and Exchange Commission on April 2, 1990. 4.3 Specimen Common Stock Certificate, incorporated by reference to Registrant's registration statement on Form S-3 filed with the Securities and Exchange Commission on August 2, 1994, registration no. 33-54869. 4.4 Rights Agreement, as amended, incorporated by reference to Registrant's Form 10-K filed with the Securities and Exchange Commission on March 31, 1993. 4.5 Rights Agreement, as amended, filed with Forms 8-K dated March 12, 1989, August 12, 1991 and January 23, 1993, incorporated herein by reference. 4.6 PLM International Employee Stock Ownership Plan filed with Form 8-K dated August 21, 1989 and incorporated herein by reference. 4.7 PLM International Employee Stock Ownership Plan Trust filed with Form 8-K dated August 21, 1989 and incorporated herein by reference. 4.8 PLM International Employee Stock Ownership Plan Certificate of Designation filed with Form 8-K dated August 21, 1989 and incorporated herein by reference. 5.1 Opinion of Farella, Braun & Martel. 23.1 Consent of KPMG Peat Marwick LLP. 24.1 Power of Attorney (contained on page 8 hereof). Item 9. Undertakings. 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, as amended (the "Securities Act"); (ii) 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 hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) 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 (i) and (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 Company 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 herein, 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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, 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 San Francisco, State of California, on December 14, 1994. PLM INTERNATIONAL, INC. By: /s/Robert M. Tidball Robert N. Tidball, President and Chief Executive Officer EX-5 2 Farella, Braun & Martel Attorneys at Law Russ Building, 30th Floor 235 Montgomery Street San Francisco, CA 94104 (415) 954-4400 Fax: (415) 954-4480 December 14, 1994 PLM International, Inc. One Market Street Steuart Street Tower, Suite 900 San Francisco, CA 94105-1301 Re: Employee Stock Ownership Plan Ladies and Gentlemen: This opinion is furnished to you in connection with the Registration Statement on Form S-8 (the "Registration Statement") registering 2,000,000 shares of Common Stock of PLM International, Inc. (the "Company") under its Employee Stock Ownership Plan (the "Plan"), covering the shares to be distributed to Plan participants in connection with termination of the Plan. We are of the opinion that, subject to the effectiveness of the Registration Statement, the subject shares of Common Stock of the Company to be distributed pursuant to the termination of the Plan will be legally and validly issued, fully paid and non-assessable. In giving this opinion, we assume that the shares of Common Stock to be distributed pursuant to the Plan will be issued in accordance with the terms of the Plan. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/FARELLA, BRAUN & MARTEL MG:ec Exhibit 5.1 EX-23 3 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders PLM International, Inc. We consent to the use of our report incorporated herein by reference. /s/ KPMG Peat Marwick San Francisco, California December 14, 1994 EX-24 4 POWER OF ATTORNEY 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 December 14, 1994, each of whom also constitutes and appoints Robert N. Tidball and Stephen Peary, and each of them singly, his true and lawful attorney-in-fact and agent, for him, with full power of substitution and resubstitution, 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 Registration Statement and to file the same with all exhibits thereto, and any other documents in connection therewith with the Securities and Exchange Commission, granting unto 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Signature Title /s/Robert N. Tidball President, Chief Executive Officer, Robert N. Tidball Director and Principal Executive Officer J. Michael Allgood Chief Financial Officer, Principal Financial Officer and J. Michael Allgood Principal Accounting Officer /s/J. Alec Merriam Chairman of the Board of Directors J. Alec Merriam /s/Allen V. Hirsch Executive Vice President and Director Allen V. Hirsch /s/Walter E. Hoadley Director Walter E. Hoadley /s/Robert L. Pagel Director Robert L. Pagel /s/Harold R. Somerset Director Harold R. Somerset -----END PRIVACY-ENHANCED MESSAGE-----