-----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, Djm1o2wC1HbyTLE7vBRaHPn/pMG3Jr15I1RoxrK/jTSV9UOK3p6jVdPPMcLp3OjA sFfje3FI61zTF7oQjTh1vw== 0000950117-96-000717.txt : 19960710 0000950117-96-000717.hdr.sgml : 19960710 ACCESSION NUMBER: 0000950117-96-000717 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960709 EFFECTIVENESS DATE: 19960728 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMICONDUCTOR PACKAGING MATERIALS CO INC CENTRAL INDEX KEY: 0000880858 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 133584740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07797 FILM NUMBER: 96592310 BUSINESS ADDRESS: STREET 1: 431 FAYETTE AVENUE CITY: MAMARONECK STATE: NY ZIP: 10543 BUSINESS PHONE: 9146985353 MAIL ADDRESS: STREET 1: 431 FAYETTE AVE CITY: MAMARONECK STATE: NY ZIP: 10543 S-8 1 SEMICONDUCTOR PACKAGING MATERIALS CO., INC. S-8 As filed with the Securities and Exchange Commission on July 9, 1996 Registration No. 33- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- SEMICONDUCTOR PACKAGING MATERIALS CO., INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 13-3584740 - ----------------------------------- ---------------------------------------- (State or other jurisdiction of (IRS Employer Identification Number) incorportion or organization) 431 Fayette Avenue, Mamaroneck, New York 10543 - -------------------------------------------------------------------------------- (Address of principal executive offices) AMENDED EMPLOYEES' INCENTIVE STOCK OPTION PLAN - -------------------------------------------------------------------------------- (Full Title of Plan) Andrew A. Lozniak Executive Vice President and Chief Financial Officer Semiconductor Packaging Materials Co., Inc. 431 Fayette Avenue Mamaroneck, New York 10543 (914) 698-5353 - -------------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code of agent for service). A copy of all communications, including communications sent to the agent for service should be sent to: Alan M. Rashes Esq. Salon, Marrow & Dyckman, LLP 685 Third Avenue New York, New York 10017 (212) 661-7100 CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Title of Proposed Proposed Each Class Maximum Maximum of Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered per share Price Fee - -------------------------------------------------------------------------------- Stock Options 200,000(1) - - (2) Common Stock 200,000(3)(4) $11.00(5) $2,200,000 $759 Par Value $.10 per share
- ---------- (1) Represents options to be granted pursuant to the Amended Employees' Incentive Stock Option Plan (the "Incentive Plan") of the Registrant. Options to purchase 250,000 shares of Common Stock granted pursuant to the Incentive Plan were previously registered pursuant to the Registrant's Registration Statement on Form S-8 (File No. 33-84752) filed with the Commission on October 6, 1994. Options to purchase an additional 150,000 shares of Common Stock granted pursuant to the Incentive Plan were previously registered pursuant to the Registrant's Registration Statement on Form S-8 (File No. 33 - 95762) filed with the Commission on August 14, 1995. (2) No registration fee is required pursuant to Rule 457(h)(2). (3) Shares issuable upon exercise of stock options available for grant under the Incentive Plan. (4) Includes an indeterminable number of shares of common stock which may become issuable pursuant to the anti-dilution provisions of the Incentive Plan. (5) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) based upon the average of the high and low sale prices of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System on July 5, 1996. Introduction - ------------ On April 30, 1996, the stockholders of the Registrant approved a 200,000 share increase in the number of shares of Common Stock reserved under the Amended Employees' Incentive Stock Option Plan (the "Incentive Plan"). The instant Registration Statement registers the additional 200,000 shares which are reserved for issuance under the Incentive Plan. Incorporation by Reference - -------------------------- On October 6, 1994, a Form S-8 Registration Statement, (33-84752) registering 250,000 shares of Common Stock, reserved for issuance upon exercise of options pursuant to the Incentive Plan, was filed with the Securities and Exchange Commission (the "Commission") and became effective. On August 14, 1995, a Form S-8 Registration Statement (33-95762), registering an additional 150,000 shares of Common Stock reserved for issuance upon exercise of options pursuant to the Incentive Plan, was filed with the Commission and became effective. The contents of Registration Statements Nos. 33-84752 and 33-95762 are hereby incorporated by reference. SIGNATURES The Registrant, pursuant to the requirements of the Securities Act of 1933, 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 Mamaroneck, State of New York, on the 5th day of July, 1996. SEMICONDUCTOR PACKAGING MATERIALS CO., INC. By:/s/ Gilbert D. Raker ---------------------------- Gilbert D. Raker, Chairman of the Board and President Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below does hereby make, constitute and appoint Gilbert D. Raker his true and lawful attorney or attorney and agent with full power and authority on his behalf to execute and file with the Securities and Exchange Commission any amendment or amendments, including post-effective amendments, to this Registration Statement, and he does hereby ratify and confirm all that his said attorney and agent may do or cause to be done by virtue hereof.
Signature Title Date - --------- ----- ---- /s/ Gilbert D. Raker Chairman of the Board, July 5, 1996 - ------------------------ and President Gilbert D. Raker (Principal Executive Officer) /s/ Frank J. Polese Vice Chairman and July 5, 1996 - ------------------------ Director Frank J. Polese
/s/ Andrew A. Lozyniak Executive Vice President, July 5, 1996 - ------------------------ Treasurer and Secretary Andrew A. Lozyniak (Principal Financial and Accounting Officer) /s/ John U. Moorehead, II Director July 5, 1996 - ------------------------- John U. Moorhead, II /s/ Steven B. Sands Director July 5, 1996 - ------------------------- Steven B. Sands /s/ Richard D. Fain Director June 5, 1996 - ------------------------- Richard D. Fain /s/ Peter J. Hurley Director July 5, 1996 - ------------------------- Peter J. Hurley /s/ Mark Pinto Director July 5, 1996 - ------------------------- Mark Pinto
EX-5 2 EXHIBIT 5 [LETTERHEAD OF SALON, MARROW & DYCKMAN, LLP] July 5, 1996 Semiconductor Packaging Materials Co., Inc. 431 Fayette Avenue Mamaroneck, New York 10543 Re: Semiconductor Packaging Materials, Inc. S-8 Registration Statement --------------------------------------- Gentlemen: We have acted as counsel for Semiconductor Packaging Materials Co., Inc. (the "Company") in connection with the preparation and filing of the Registration Statement on Form S-8 registering an additional 200,000 shares reserved for issuance upon the exercise of options granted pursuant to the Company's Amended Employees' Incentive Stock Option Plan (the "Incentive Plan"). We are familiar with the proceedings by which the Incentive Plan was amended and the shares of Common Stock have been authorized and have reviewed and are familiar with the Certificate of Incorporation, as amended, the By-Laws of the Company and such other corporate records and documents as we have deemed necessary to express our opinion herein stated. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the original of such latter documents. Based upon the foregoing and having regard to legal considerations we deem relevant, we are of the opinion that the shares of common stock have been duly and validly authorized for issuance by the Company, and when issued under the circumstances contemplated by the Incentive Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the reference to our firm in the Registration Statement and the Prospectus. Very truly yours, /s/ Salon, Marrow & Dyckman, LLP -------------------------------- Salon, Marrow & Dyckman, LLP EX-23 3 EXHIBIT 23 INDEPENDENT AUDITOR'S CONSENT To the Board of Directors Semiconductor Packaging Materials Co., Inc. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 previously filed (Nos. 33-84752 and 33-95762), which have been incorporated by reference into the accompanying Prospectus constituting part of the Registration Statement on Form S-8, of our report dated January 31, 1996 on the consolidated financial statements of Semiconductor Packaging Materials Co., Inc. and Subsidiaries as of December 31, 1995 and for each of the two years in the period ended December 31, 1995 included in the Semiconductor Packaging Materials Co., Inc. Annual Report on Form 10-KSB for the year ended December 31, 1995. /s/ Goldstein Golub Kessler & Company, P.C. Goldstein Golub Kessler & Company, P.C. New York, New York July 1, 1996 -----END PRIVACY-ENHANCED MESSAGE-----