-----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, T5QonzqZDI+VXwzPyD31hSPFyiA4BXw6QVl0dq411hGpfSuu/45jHzW8HpZtUZdP uO0zMGBcvzfPDs+f2bKlIg== 0000950153-02-000591.txt : 20020415 0000950153-02-000591.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950153-02-000591 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020328 EFFECTIVENESS DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMULA INC CENTRAL INDEX KEY: 0000885080 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 860320129 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85158 FILM NUMBER: 02592078 BUSINESS ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6026314005 MAIL ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 S-8 1 p66372s-8.txt S-8 - ------------------------------------------------------------------------------- As filed with the Securities and Exchange Commission on March 28, 2002. Registration No. ------------------------ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ SIMULA, INC. (Exact name of registrant as specified in its charter) ARIZONA 86-0320129 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2625 SOUTH PLAZA DRIVE, SUITE 100 TEMPE, ARIZONA 85282, (602) 631-4005 (Address and telephone number of registrant's principal executive office) ------------------------ SIMULA, INC. OUTSIDE DIRECTORS' EQUITY PLAN (Full title of the plan) ------------------------ BENJAMIN G. CLARK, ESQ. SIMULA, INC. 2625 SOUTH PLAZA DRIVE, SUITE 100 TEMPE, ARIZONA 85282 (602) 631-4005 (Name, address, and telephone number of agent for service) ------------------------ CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE Common Stock $.01 par value per share 200,000 shares See (1) below $800,000 $73.60
(1) The price is calculated in accordance with Rules 457(h)(1) and 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is the product resulting from multiplying 200,000, the number of shares authorized to be issued under the Plan by $4.00 per share, which represents the average of the high and low price of the Registrant's Common Stock as quoted on the New York Stock Exchange on March 26, 2002. 1 - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Simula, Inc. (the "Company") are incorporated herein by reference: (i) The prospectus in the Registration Statement on Form S-3, No. 333-13499, effective April 24, 1997. (ii) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (iii) The description of the Company's Common Stock in Item 1 of the Company's Registration Statement on Form 8-A dated March 26, 1992. In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or de-registering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares of Common Stock issuable under the Plan has been passed upon for the Company by Benjamin G. Clark, Esq., General Counsel and Secretary of the Company. Mr. Clark owns shares of Common Stock and holds options to purchase additional shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 10 of the Company's Amended and Restated Articles of Incorporation provides that the personal liability of the directors to the Company and its shareholders for monetary damages by reason of their conduct as directors shall be limited or eliminated to the fullest extent permitted by Arizona law. In A.R.S. Section 10-202(B)(1), Arizona corporate law limits or eliminates the liability of a director of a corporation for money damages for any action taken or not taken as a director in all instances except: (i) where a director receives financial benefits to which he is not entitled; (ii) any intentional infliction of harm on the corporation or its shareholders; (iii) the making of unlawful distributions; and (iv) intentional violations of criminal law. Section 12.01 of the Company's Bylaws further provides that the Company shall indemnify and pay the expenses of directors, officers, employees, trustees or agents of or for the Company to the fullest extent permitted by Arizona law. In A.R.S Section 10-850 et seq., Arizona corporate law provides that a corporation may provide indemnification if: (i) the director's conduct was in good faith; (ii) the director reasonably believed: (x) in the case of conduct in an official capacity with the corporation, that the conduct was in its best interests, or (y) in all other cases, that the conduct was at least not opposed to its best interests; and (iii) in the case of criminal proceedings, the director had no reasonable cause to believe the conduct was unlawful. Directors may not be indemnified in connection with proceedings brought by or in the right of the Company in which the director was adjudged liable to the Company or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which 2 the director was adjudged liable on the basis that personal benefit was improperly received by the director. Under Arizona law, indemnification in connection with a proceeding by or in the right of the Company is limited to reasonable expenses incurred in connection with the proceeding. Arizona law also provides for mandatory and court-ordered indemnification in certain instances, including on behalf of officers, employees and agents of the Company who are not also directors. ITEM 8. EXHIBITS. The following Exhibits are included pursuant to Regulation S-K.
No. Description Reference *4.8 Outside Directors' Equity Plan................................ *5.1 Opinion of Counsel............................................ *23 Consent of Independent Auditors............................... 24 Powers of Attorney - Directors................................ (1)
* Filed herewith. (1) Filed with reports on Form 10-K for the years ended December 31, 1997, 1998, 1999, and 2000. ITEM 9. UNDERTAKINGS. (a) Rule 415 Offering. 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; 2. to include 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; 3. that, for the purpose of determining any liability under the Securities Act of 1933, 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; and 4. 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) Filings Incorporating Subsequent Exchange Act Documents by Reference. 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 and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the Prospectus shall be deemed to 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 (c) Request For Acceleration of Effective Date or Filing of Registration Statement. 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 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 Act and will be governed by the final adjudication of such issue. 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 Tempe, State of Arizona on March 28, 2002. SIMULA, INC. By /s/ BRADLEY P. FORST --------------------------------------------- Bradley P. Forst, President Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE AND TITLE DATE ------------------- ---- /s/ BRADLEY P. FORST March 28, 2002 -------------------------------------------- Bradley P. Forst, President, Chief Executive Officer, and Director /s/ JOHN S. HODGSON March 28, 2002 -------------------------------------------- John S. Hodgson, Executive Vice President and Chief Financial Officer * -------------------------------------------- Stanley P. Desjardins, Chairman * -------------------------------------------- John M. Leinonen, Director * -------------------------------------------- Robert D. Olliver, Director * -------------------------------------------- S. Thomas Emerson, Director * -------------------------------------------- James C. Withers, Director * -------------------------------------------- Lon A. Offenbacher, Director * -------------------------------------------- Jack A. Henry, Director * -------------------------------------------- Peter W. Schutz, Director *By: /s/ BENJAMIN G. CLARK March 28, 2002 ------------------------------ Benjamin G. Clark Attorney-in-Fact
5 EXHIBIT INDEX
No. Description Reference *4.8 Outside Directors' Equity Plan................................ *5.1 Opinion of Counsel............................................ *23 Consent of Independent Auditors............................... 24 Powers of Attorney - Directors................................ (1)
* Filed herewith. (1) Filed with reports on Form 10-K for the years ended December 31, 1997, 1998, 1999, and 2000. EX-4.8 3 p66372ex4-8.txt EXHIBIT 4.8 Exhibit 4.8 SIMULA, INC. OUTSIDE DIRECTORS' EQUITY PLAN I. Purpose The Board of Directors (the "Board") deems it to be in the best interest of Simula, Inc. (the "Company") to grant outside members of the Board shares of the Company's common stock, par value $.01 per share ("Common Stock"), to attract and retain quality directors. This arrangement shall be referred to as the "Simula, Inc. Outside Directors' Equity Plan" (the "Plan") and the approval of such Plan by the Board shall be deemed the approval by the board of directors of the issuer of the transactions involving grants, awards or other acquisitions from such issuer as prescribed under Rule 16b-3(d)(1) promulgated by the Securities and Exchange Commission under the Securities and Exchange Act of 1934. II. Definitions "5% Shareholder" means any individual having "beneficial ownership" (as such term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of any class of voting securities of the Company. "Fair Market Value" means (1) the closing sales prices per share of Common Stock on the American Stock Exchange or national quotation service on which the Common Stock is principally traded or quoted, for the last preceding date on which there was a sale of such Common Stock on such exchange or quoted on such quotation service, or (2) if the shares of Common Stock are then traded in an over-the-counter market for which closing price information is not generally available, the average of the closing bid and asked prices for the shares of Commons Stock in such over-the-counter market for the last preceding date on which there was a sale of such Common Stock in such market, or (3) if the shares of Common Stock are not then listed on a national securities exchange or national quotation service or traded in an over-the-counter market, such value as the Board, in its sole discretion, shall determine. "Outside Director" means a member of the Board who is not an employee of the Company, or any subsidiary of the Company, or a 5% Shareholder of the Company. "Quarterly Stock Grant" means, with respect to any calendar quarter, that number of whole shares of Common Stock calculated by dividing Five Thousand Dollars ($5,000) by the Fair Market Value on the last trading day of such quarter. III. Eligibility Only Outside Directors who hold office at the end of a calendar quarter shall be eligible for grants of Common Stock under the Plan with respect to such quarter. IV. Grant of Restricted Shares Effective for calendar quarters beginning on or after January 1, 2002, and subject to the following terms and conditions, the Company shall grant each Outside Director a Quarterly Stock Grant. The Company shall cause to be issued to each Outsider Director for which the grant is issued a stock certificate representing shares of Common Stock equal to the Quarterly Stock Grant. Such issuance shall be made within thirty (30) business days after the end of such calendar quarter, whereupon the Outside Director shall become a stockholder of the Company with respect to such shares. The shares of Common Stock awarded pursuant to this Plan shall not be transferred, assigned or alienated within six (6) months from the date of their grant. Such shares shall be subject to all applicable securities laws, including, without limitation Rule 144 promulgated under the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities and Exchange Act of 1934. No fractional shares shall be issued to any Outside Director under the Plan. V. Reserved Shares Two hundred thousand (200,000) shares of Common Stock are reserved for issuance under the Plan. Any additional amounts of stock to be reserved shall be determined by the Board. VI. Amendment and Termination The Board may cancel, terminate, amend or modify the Plan in any respect at any time for any reason, provided that any such termination, amendment or modification to the Plan shall not adversely affect in any material way any grants due for the then current calendar quarter without the written consent of the Board. VII. Miscellaneous An Outside Director may elect to recognize income for federal income tax purposes at the time the shares of Common Stock are first granted pursuant to the Plan by filing an appropriate election form in accordance with the requirements of Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Nothing contained herein shall entitle an Outside Director to continue in office. The Plan shall be construed and administered in accordance with the laws of the State of Arizona. EX-5.1 4 p66372ex5-1.txt EXHIBIT 5.1 EXHIBIT 5.1 March 27, 2002 Board of Directors Simula, Inc. 2625 South Plaza Drive Suite 100 Tempe, Arizona 85282 Re: Registration Statement on Form S-8 - - 200,000 Shares of Common Stock Gentlemen: As General Counsel of Simula, Inc. ("Company"), I have reviewed the above-captioned Registration Statement on Form S-8 under the Securities Act of 1933, as amended, which the Company has filed with the Securities and Exchange Commission with respect to the offer and sale of up of 200,000 shares of Common Stock by the Company pursuant to the Company's Outside Directors' Equity Plan (the "Securities"). I have examined the Company's Articles of Incorporation, as amended and restated, bylaws, minutes of the Company's Board of Directors meetings, the Plan, and such other records and documents as I have deemed relevant for purposes of rendering this opinion. Based upon the foregoing, I am of the opinion that the Securities, when issued and sold as set forth in the Registration Statement, will be legally and validly issued, fully paid and non-assessable. I hereby consent to the incorporation of this opinion in the Registration Statement of Simula, Inc. on Form S-8. Very truly yours, SIMULA, INC. /s/ Benjamin G. Clark -------------------------------------------- Benjamin G. Clark General Counsel 7 EX-23 5 p66372ex23.txt EXHIBIT 23 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Simula, Inc. on Form S-8 of our report dated March 15, 2002, appearing in the Annual Report on Form 10-K of Simula, Inc. for the year ended December 31, 2001. DELOITTE & TOUCHE LLP Phoenix, Arizona March 28, 2002 8 -----END PRIVACY-ENHANCED MESSAGE-----