-----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, S4UE8r6ivXb4YjaSt0ALzpkRjpHqjH+9J782LXxQf7z2eRv3M/yiYvqhCRnBdm7k NgKmEfdRNhOzdY3YItSG+Q== 0000950153-97-000195.txt : 19970310 0000950153-97-000195.hdr.sgml : 19970310 ACCESSION NUMBER: 0000950153-97-000195 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970307 EFFECTIVENESS DATE: 19970307 SROS: NYSE 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: 333-22989 FILM NUMBER: 97552999 BUSINESS ADDRESS: STREET 1: 401 WEST BASELINE STE 204 CITY: TEMPE STATE: AZ ZIP: 85283 BUSINESS PHONE: 6027528918 MAIL ADDRESS: STREET 1: 401 WEST BASELINE ROAD STE 204 STREET 2: 401 WEST BASELINE ROAD STE 204 CITY: TEMPE STATE: AZ ZIP: 85283 S-8 1 FORM S-8 FOR SIMULA, INC. 1 As filed with the Securities and Exchange Commission on March 7, 1997. Registration No. 333-___________ 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) 2700 NORTH CENTRAL AVENUE, SUITE 1000 PHOENIX, ARIZONA 85004, (602) 631-4005 (Address and telephone number of registrant's principal executive office) SIMULA, INC. 1994 STOCK OPTION PLAN (Full title of the plan) BRADLEY P. FORST, ESQ. SIMULA, INC. 2700 NORTH CENTRAL AVENUE, SUITE 1000 PHOENIX, ARIZONA 85004 (602) 631-4005 (Name, address, and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- Common Stock $.01 par 600,000 shares See (1) below $10,350,000 $3,136.05 value per share - --------------------------------------------------------------------------------------------------------------------
(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 600,000, the number of shares authorized to be issued under the Plan by $17.25 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 6, 1997. 2 This Registration Statement on Form S-8 relates to the registration by Simula, Inc. (the "Company") of 600,000 shares of its Common Stock under the Company's 1994 Stock Option Plan (the "1994 Plan"). Upon effectiveness of this Registration Statement, 1,545,000 shares of the Common Stock of the Company will be registered on Form S-8 for issuance under the 1994 Plan. The Company previously registered 945,000 shares (630,000 shares prior to the Company's 3-for-2 stock split on September 28, 1995) of Common Stock issuable under the 1994 Plan pursuant to a Registration Statement on Form S-8 dated June 26, 1995, and numbered 33-93928. Pursuant to General Instruction E to Form S-8, the information contained in File No. 33-93928 applicable to the 1994 Plan is incorporated herein by reference. 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 Bradley P. Forst, Esq., Vice President, Secretary, and General Counsel of the Company. Mr. Forst 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 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. 2 3 ITEM 8. EXHIBITS. The following Exhibits are included pursuant to Regulation S-K. No. Description Reference --- ----------- --------- 4.2 Indenture (including Cross-Reference Sheet to Trust Indenture Act), as amended......................(4) *5.1 Opinion of Counsel *23. Consent of Independent Auditors 24. Powers of Attorney......................................(10) - -------------- * Filed herewith (4) Filed with Registration Statement on Form SB-2, No. 33-61028 under the Securities Act of 1933, effective December 10, 1993. (10) Filed with Report on Form 10-K for the year ended December 31, 1995. 3 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 Phoenix, State of Arizona on March 7, 1997. SIMULA, INC. By /s/ DONALD W. TOWNSEND ------------------------------------ Donald W. Townsend, 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/ DONALD W. TOWNSEND March 7, 1997 - ------------------------------------------------------------------------------- Donald W. Townsend, President, Chief Operating Officer, and Director /s/ BRADLEY P. FORST March 7, 1997 - ------------------------------------------------------------------------------- Bradley P. Forst, Vice President, General Counsel, Secretary and Director /s/ SEAN K. NOLEN March 7, 1997 - ------------------------------------------------------------------------------- Sean K. Nolen, Vice President, Treasurer, Chief Financial Officer, and Director * - ------------------------------------------------------------------------------- Stanley P. Desjardins, Chairman * - ------------------------------------------------------------------------------- James C. Withers, Director * - ------------------------------------------------------------------------------- Robert D. Olliver, Director * - ------------------------------------------------------------------------------- Scott E. Miller, Director *By: /s/ BRADLEY P. FORST March 7, 1997 ---------------------------------------------------------- Bradley P. Forst, Attorney-in-Fact
4 EX-5.1 2 OPINION OF COUNSEL 1 EXHIBIT 5.1 March 7, 1997 Board of Directors Simula, Inc. 2700 North Central Avenue Suite 1000 Phoenix, Arizona 85004 Re: Registration Statement on Form S-8 - 600,000 Shares of Common Stock Gentlemen: As Vice President and General Counsel of Simula, Inc. (the "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 600,000 additional shares of Common Stock (the "Securities") by the Company pursuant to the Company's 1994 Stock Option Plan (the "Plan"). 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. Very truly yours, SIMULA, INC. /s/ Bradley P. Forst ----------------------------------- Bradley P. Forst Vice President and General Counsel BPF/var EX-23 3 INDEPENDENT AUDITORS' CONSENT 1 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 21, 1996, appearing in the Annual Report on Form 10-K of Simula, Inc. for the year ended December 31, 1995. DELOITTE & TOUCHE LLP Phoenix, Arizona March 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----