-----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, P6QTQHjV3M+TQYYArak4fbFrPQVniOw/63w/R1ckpv1ifWY+DPLzvYAIMHtXrqvk m3thIT805hL9/rd2VaPXZw== 0000950152-96-006626.txt : 19961217 0000950152-96-006626.hdr.sgml : 19961217 ACCESSION NUMBER: 0000950152-96-006626 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961216 EFFECTIVENESS DATE: 19961216 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DNX CORP CENTRAL INDEX KEY: 0000880456 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 222877973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17965 FILM NUMBER: 96681452 BUSINESS ADDRESS: STREET 1: 575 ROUTE 28 CITY: RDARITAN STATE: NJ ZIP: 08869 BUSINESS PHONE: 9087227900 S-8 1 DNX CORPORATION 1 As filed with the Securities and Exchange Commission on December 13, 1996 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNX CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 22-2877973 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 575 Route 28, Raritan, New Jersey 08869 (Address of Principal Executive Offices Including Zip Code) DNX CORPORATION 1991 STOCK OPTION PLAN (AS AMENDED THROUGH OCTOBER 1, 1996) (Full title of the plan) John G. Cooper Senior Vice President, Secretary, Treasurer and Chief Financial Officer DNX Corporation 575 Route 28 Raritan, New Jersey 08869 (Name and address of agent for service) (908) 722-7900 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered (1) price per share (2) price (2) registration fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per 150,000 $4.875 $731,250 $222.00 share ================================================================================================================================ (1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement also covers such additional Common Stock, par value $0.01 per share (the "Common Stock"), as may become issuable pursuant to the anti-dilution provisions of the 1991 Stock Option Plan, as amended and restated as of October 2, 1996 (the "Plan"). (2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on December 11, 1996, which date is within five business days prior to filing.
Exhibit Index Appears on Page 7 Page 1 of 11 Pages 2 Part II This Registration Statement relates to 150,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of DNX Corporation (the "Registrant"), being registered for use under the Registrant's 1991 Stock Option Plan, as amended through October 1, 1996 (the "Plan"). Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (i) the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 1-19659); (ii) the Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (File No. 1-19659); and (iii) the description of the Common Stock contained in the Registration Statement on Form 8-A filed on December 10, 1991 (File No. 1-19659) and reports filed for the purpose of updating that description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein by reference and to be part hereof from the date of filing of such documents. Item 4. Description of Securities ------------------------- Not applicable. (Class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934.) Item 5. Interests of Named Experts and Counsel -------------------------------------- None. Item 6. Indemnification of Directors and Officers ----------------------------------------- The Registrant's Second Restated Certificate of Incorporation and Second Amended and Restated By-laws, attached as Exhibits (3)(i) and (3)(ii), respectively, to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 contain provisions that provide for the indemnification of its directors and officers to the fullest extent permitted by law. The Registrant's Second Restated Certificate of Incorporation also contains a provision that limits the personal liability of its directors to the Registrant or its stockholders to the fullest extent permitted by law. In addition, the Registrant has entered into contracts with its directors and executive officers that provide in part for their indemnification by the Registrant against certain liabilities, and the Registrant also maintains insurance coverage for the benefit of its directors and officers with respect to many types of claims that may be made against them. Reference is hereby made to Section 145 of the Delaware General Corporation Law relating to indemnification of directors, officers, employees and agents of a Delaware corporation. Item 7. Exemption from Registration Claims ---------------------------------- Not Applicable. Page 2 of 11 Pages 3 Item 8. Exhibits -------- 4.1 DNX Corporation 1991 Stock Option Plan, as amended through October 1, 1996, which is hereby incorporated by reference from Appendix F to the Registrant's definitive Proxy Statement, dated November 11, 1996, for its Annual Meeting to be held December 18, 1996 5 Opinion of Jones, Day, Reavis & Pogue 23(a) Consent of KPMG Peat Marwick LLP 23(b) Consent of Jones, Day, Reavis & Pogue -- See Exhibit 5 24 Power 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; (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 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 Registration Statement is on Form S-3 or Form S-8, and 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 the 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 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, each filing of the Registrant's annual report pursuant to Section Page 3 of 11 Pages 4 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 in 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 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 of 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. Page 4 of 11 Pages 5 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 Raritan, State of New Jersey, on December 12, 1996. DNX CORPORATION By: /s/ John G. Cooper --------------------------------- John G. Cooper Senior Vice President, Secretary, Treasurer and Chief Financial Officer Page 5 of 11 Pages 6 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 --------- ----- ---- * Chairman of the Board of Directors, December 12, 1996 - -------------------------- President and Chief Executive Paul J. Schmitt Officer (Principal Executive Officer) * Treasurer and Chief Financial December 12, 1996 - -------------------------- Officer (Principal Financial Officer John G. Cooper and Principal Accounting Officer) * Director December 12, 1996 - -------------------------- John K. Clarke * Director December 12, 1996 - -------------------------- Jesse I. Treu * Director December 12, 1996 - -------------------------- Desmond H. O'Connell, Jr. Director December __, 1996 - -------------------------- W. Leigh Thompson, M.D. * Director December 12, 1996 - -------------------------- Photios T. Paulson * John G. Cooper, the undersigned attorney-in-fact, by signing his name hereto, does sign and execute this Registration Statement on behalf of the above-named officers and directors pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this Registration Statement.
December 12, 1996 By: /s/ John G. Cooper ------------------------- John G. Cooper Attorney-in-Fact Page 6 of 11 Pages 7 EXHIBIT INDEX -------------
Pagination by sequential Exhibit Exhibit numbering Number Description system ------ ----------- ------ 4.1 DNX Corporation 1991 Stock Option Plan, as amended through October 1, 1996, which is incorporated by reference from Appendix F to Registrant's definitive Proxy Statement, dated November 11, 1996, for its Annual Meeting to be held December 18, 1996 5 Opinion of Jones, Day, Reavis & Pogue 23(a) Consent of KPMG Peat Marwick LLP 23(b) Opinion and Consent of Jones, Day, Reavis & Pogue -- See Exhibit 5 24 Power of Attorney
Page 7 of 11 Pages EX-5 2 EXHIBIT 5 1 EXHIBIT 5 [JDR&P LETTERHEAD] 251150-002-004 December 13, 1996 DNX Corporation 575 Route 28 Raritan, New Jersey 08869 Re: DNX Corporation 1991 Stock Option Plan -------------------------------------- Ladies and Gentlemen: We have acted as counsel for DNX Corporation, a Delaware corporation (the "Company"), in connection with its 1991 Stock Option Plan, as amended through October 1, 1996 (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon, we are of the opinion that the additional 150,000 shares of the Company's Common Stock, par value $.01 per share (the "Common Shares"), being registered on the Registration Statement on Form S-8 filed as of December 13, 1996, that may be issued and sold pursuant to the Plan will be duly authorized, validly issued, fully paid and nonassessable when issued and sold in accordance with the terms and conditions of the Plan, provided that the consideration received by the Company is at least equal to the par value of the Common Shares. We hereby consent to the filing of this opinion as Exhibit 5 to this Registration Statement on Form S-8 that is being filed by the Company with respect to the Plan with the Securities and Exchange Commission. Very truly yours, /s/ Jones, Day, Reavis & Pogue ---------------------------------- Jones, Day, Reavis & Pogue Page 8 of 11 Pages EX-23.A 3 EXHIBIT 23(A) 1 Exhibit 23(a) ACCOUNTANTS' CONSENT Board of Directors and Stockholders DNX Corporation We consent to the use of our report incorporated herein by reference. KPMG Peat Marwick LLP Princeton, New Jersey December 13, 1996 Page 9 of 11 Pages EX-24 4 EXHIBIT 24 1 Exhibit 24 DNX Corporation Directors and Officers POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of DNX Corporation, a Delaware corporation (the "Company"), hereby constitutes and appoints Paul J. Schmitt, John G. Cooper, Thomas C. Daniels and Robert J. Bush, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place, and stead, to sign on his behalf as a director or officer, or both, as the case may be, of the Company a Registration Statement on Form S-8 pursuant to the Securities Act of 1933 with respect to the common stock, par value $0.01 per share, of the Company to be offered in connection with the amendments to the Company's 1991 Stock Option Plan, and to sign any and all amendments or post-effective amendments to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing they deem necessary, advisable or appropriate in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 1st day of October 1996.
/s/ Paul J. Schmitt /s/ John G. Cooper - --------------------------------------- ---------------------------------- Paul J. Schmitt John G. Cooper Chairman of the Board, President, Chief Senior Vice President, Secretary, Executive Officer (Principal Executive Treasurer and Chief Financial Officer) and Director Officer (Principal Financial and Accounting Officer) /s/ John K. Clarke /s/ Jesse I. Treu - --------------------------------------- ---------------------------------- John K. Clarke Jesse I. Treu Director Director /s/ Desmond H. O'Connell, Jr. - --------------------------------------- ---------------------------------- Desmond H. O'Connell, Jr. W. Leigh Thompson, M. D. Director /s/ Photios T. Paulson - --------------------------------------- Photios T. Paulson Director
Page 10 of 11 Pages 2 The undersigned, John G. Cooper, Secretary of the Company, does hereby certify that the following resolution was duly adopted at a meeting of the Board of Directors of the Company held on October 1, 1996: RESOLVED, that each of Paul J. Schmitt, John G. Cooper, Thomas C. Daniels, and Robert J. Bush is hereby appointed as an attorney-in-fact or attorneys-in-fact of the Company, and each officer and director who may execute the 1991 Plan Registration Statement(s) or any supplement or amendment thereto or any document in connection therewith (whether on behalf of the Company or as an officer or director thereof, or otherwise), with full power of substitution to sign and file with the Commission for and in the name of the Company such 1991 Plan Registration Statement(s), any supplements or amendments thereto and any and all applications and other documents relating to such 1991 Plan Registration Statement(s), with full power and authority to take any and all other actions that may be required in connection therewith, and the acts of each of said attorneys or his substitute are hereby ratified, confirmed and approved. IN WITNESS WHEREOF, the undersigned duly executed this certificate on the 12th day of December 1996. /s/ John G. Cooper ------------------------------ John G. Cooper Secretary Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----