-----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, HlOf6pAKeXFM7N+jktTpMUyTNKV5wqwBRTSud+r09rsd+hOntF1z/0C5iqsd9dIj /7O/Xmdoj7zoQOnkglNXbA== 0000950116-00-000364.txt : 20000229 0000950116-00-000364.hdr.sgml : 20000229 ACCESSION NUMBER: 0000950116-00-000364 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000228 EFFECTIVENESS DATE: 20000228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD CAMERA CORP CENTRAL INDEX KEY: 0000831861 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 133152196 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31198 FILM NUMBER: 554534 BUSINESS ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: STE 650 NORTH CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 9543314211 MAIL ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: STE 650 NORTH CITY: HOLLYWOOD STATE: FL ZIP: 33021 S-8 1 FORM S-8 Registration Statement No.333-___________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Concord Camera Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 13-3152196 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 4000 Hollywood Boulevard Presidential Circle - Suite 650N Hollywood, Florida, 33021 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Concord Camera Corp. Stock Option Plan for Glenn S. Baker - -------------------------------------------------------------------------------- (Full title of the plan) Assistant Secretary Concord Camera Corp. 4000 Hollywood Boulevard Presidential Circle - Suite 650N Hollywood, Florida 33021 - -------------------------------------------------------------------------------- (Name and address of agent for service) (954) 331-4200 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) With a copy to: Ralph J. Sutcliffe, Esq. Kronish Lieb Weiner & Hellman LLP 1114 Avenue of the Americas New York, NY 10036-7798 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Amount securities Amount Offering Aggregate of to be to be price offering registration registered registered per share(1) price fee - ---------- ---------- ------------ -------- ------------ Common Stock 12,000 $26.063 $312,756 $82.57 no par value - --------- (1) Pursuant to Rule 457(h)(1), the offering price per share is the price at which the options issued pursuant to the employee stock option plan may be exercised. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents, which have been filed by the registrant with the Securities and Exchange Commission (the "Commission"), are incorporated by reference in this Registration Statement as of their respective dates: (a) The registrant's annual report on Form 10-K for the fiscal year ended July 3, 1999, quarterly report on Form 10-Q for the quarter ended October 2, 1999 and quarterly report on Form 10-Q for the quarter ended January 1, 2000. (b) The registrant's Proxy Statement for the Annual Meeting of Shareholders held on April 22, 1999. (c) The description of the registrant's capital stock contained in the latest registration statement of the registrant under the Securities Exchange Act of 1934, as amended (the "1934 Act"). All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 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, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel As of February 1, 2000, certain members of the law firm of Kronish Lieb Weiner & Hellman LLP, counsel to the registrant, own, in the aggregate, 80,000 shares of the registrant's no par value common stock ("Common Stock"). Item 6. Indemnification of Directors and Officers The New Jersey Business Corporation Act ("NJBCA") permits a corporation to indemnify its directors and officers against reasonable costs, disbursements, attorneys' fees, judgments, fines, penalties and amounts paid in settlement incurred by them in connection with any proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action (i.e., one by or in the right of the corporation), indemnification may be made only for reasonable costs, disbursements and attorneys' fees incurred by directors and officers in connection with the defense or settlement of such action if they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation; however, no indemnification shall be made if such directors and officers shall have been adjudged liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought determines upon application that despite the adjudication of liability, but in view of all circumstances of the case, such directors and officers are fairly and reasonably entitled to indemnity for the expenses that the Superior Court or such other court deems proper. The NJBCA further provides that to the extent any director or officer has been successful on the merits or 2 otherwise in defense of any action or proceeding referred to in this paragraph or in defense of any claim, issue or matter therein, such person shall be indemnified against reasonable costs, disbursements, and attorneys' fees incurred by him in connection therewith. Pursuant to Article SEVENTH of the registrant's Certificate of Incorporation, as amended, the registrant will indemnify its corporate agents (as defined in the NJBCA) to the fullest extent permitted by Section 14A:3-5 of the NJBCA and pursuant to Article EIGHTH of the registrant's Certificate of Incorporation, as amended, the personal liability of the directors is limited to the fullest extent permitted by Section 14A:2-7(3) of the NJBCA. The registrant has entered into an employment agreement with Ira B. Lampert ("Lampert"), the Chairman, Chief Executive Officer and President, which includes certain indemnification provisions. Pursuant to such provisions, Lampert will be indemnified and held harmless by the registrant to the fullest extent permitted or authorized by the registrant's Certificate of Incorporation or By-laws, or the NJBCA (described above) against all expenses reasonably incurred or suffered in any action, suit or proceeding involving Lampert by reason of the fact that he is or was a director, officer, or employee of the registrant or served in another capacity at the request of the registrant. The registrant has indemnification insurance under which directors and officers are insured against certain liability that may occur in their capacity as such. Item 8. Exhibits 4-1 Form of Common Stock Certificate, previously filed with the Commission as an Exhibit to the registrant's Registration Statement on Form S-18 (No. 33-21156), declared effective July 12, 1988, and incorporated herein by reference. 5-1 Opinion of counsel re: legality 23-1 Consent of Independent Certified Public Accountants 23-2 Consent of counsel (included in Exhibit 5-1 above) Item 9. Undertakings A. Post-Effective Amendments 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 ("1933 Act"); (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; 3 (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 subparagraphs (i) and (ii) above will not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission (the "Commission") by the registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 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 which remain unsold at the termination of the offering. B. Subsequent Documents Incorporated by Reference The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of the employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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. Incorporated Annual and Quarterly Reports The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. D. Claims for Indemnification Insofar as indemnification for liabilities arising under the 1933 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 4 against public policy as expressed in the 1933 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 1933 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 Hollywood, State of Florida on this 18th day of February, 2000. CONCORD CAMERA CORP. (Registrant) By: /s/ Ira B. Lampert ------------------------ Ira B. Lampert, Chief Executive Officer 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- (1) Principal Executive Officer: /s/ Ira B. Lampert Chief Executive February 18, 2000 ----------------------- Officer, Chairman, Ira B. Lampert President and Director (2) Principal Financial Officer and Principal Accounting Officer: /s/ Harlan I. Press Corporate Controller February 18, 2000 ------------------------ and Assistant Harlan I. Press Secretary (3) Majority of Directors: /s/ Eli Arenberg Director February 18, 2000 ------------------------ Eli Arenberg /s/ Ronald S. Cooper Director February 18, 2000 ------------------------ Ronald S. Cooper /s/ Morris H. Gindi Director February 18, 2000 ------------------------ Morris H. Gindi /s/ Joel L. Gold Director February 18, 2000 ------------------------ Joel L. Gold /s/ J. David Hakman Director February 18, 2000 ------------------------ J. David Hakman /s/ Kent M. Klineman Director February 18, 2000 ------------------------ Kent M. Klineman 6 EXHIBIT INDEX Exhibit - ------- 4-1 Form of Common Stock Certificate, previously filed with the Commission as an Exhibit to Registrant's Registration Statement on Form S-18 (No. 33-21156), declared effective July 12, 1988, and incorporated herein by reference. 5-1 Opinion of counsel re: legality 23-1 Consent of Independent Certified Public Accountants 23-2 Consent of counsel (included in Exhibit 5-1 above) 7 EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 February 17, 2000 Concord Camera Corp. 4000 Hollywood Boulevard Presidential Circle - Suite 650N Hollywood, Florida 33021 Gentlemen: We have acted as counsel for Concord Camera Corp. (the "Company"), a New Jersey corporation, in connection with the registration pursuant to a Registration Statement on Form S-8 (the "Registration Statement") by the Company under the Securities Act of 1933, as amended (the "Act"), of 12,000 shares of the Company's common stock, no par value (the "Common Stock"), to be offered for sale by the Company upon the exercise of certain stock options ("Options") from time to time granted to Glenn S. Baker pursuant to an employee benefit plan established for the benefit of Mr. Baker. We have examined the Company's Certificate of Incorporation and By-laws, both as amended, and minute books and such other documents and records as we have deemed necessary and relevant as a basis for our opinions hereinafter set forth. For the purposes of this letter, we have assumed the genuineness of all signatures and the conformity to original documents of all instruments furnished to us for review or examination as copies. Based on the foregoing and having regard to such legal considerations as we have deemed relevant, it is our opinion that: 1. The Company is a corporation duly organized under the laws of the State of New Jersey. 2. The Common Stock covered by the Registration Statement has been validly authorized. 3. When (i) the Common Stock has been duly registered under the Act, (ii) certificates for the Common Stock have been duly delivered, and (iii) the Company has received the consideration to be received by it pursuant to and upon exercise of the related Options, the Common Stock will be validly issued, fully paid and non-assessable by the Company, with no personal liability attaching to ownership thereof. Concord Camera Corp. Page 2 We hereby consent to the inclusion of this opinion in the Registration Statement and to the references to this firm contained therein. Very truly yours, KRONISH LIEB WEINER & HELLMAN LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT-23.1 Consent of Independent Certified Public Accountants We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Concord Camera Corp. Stock Option Plan for Glenn S. Baker of our report dated August 20, 1999, with respect to the consolidated financial statements and schedule of Concord Camera Corp. included in its Annual Report (Form 10-K) for the year ended July 3, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP West Palm Beach, Florida February 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----