-----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, FwUYx2Ncv02J/9wA3kz7Jg8qIpLG4JHU+DzZHuejnf8lJzj8TL2A1OpLyZQfUzE1 IuCLuKw7ArsNb4/PWC03zg== 0000090045-01-500003.txt : 20010421 0000090045-01-500003.hdr.sgml : 20010421 ACCESSION NUMBER: 0000090045-01-500003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010419 EFFECTIVENESS DATE: 20010419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAGON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000090045 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 221643428 STATE OF INCORPORATION: PA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59226 FILM NUMBER: 1606649 BUSINESS ADDRESS: STREET 1: 600 KUEBLER ROAD CITY: EASTON STATE: PA ZIP: 18040 BUSINESS PHONE: 6102527321 MAIL ADDRESS: STREET 1: P O BOX 70 CITY: EASTON STATE: PA ZIP: 18040 FORMER COMPANY: FORMER CONFORMED NAME: SI HANDLING SYSTEMS INC DATE OF NAME CHANGE: 19920703 S-8 1 s8-401.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 19, 2001 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 --------------- PARAGON TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) PENNSYLVANIA 22-1643428 (State or other jurisdiction of (IRS employer identification incorporation or organization) number) 600 Kuebler Road Easton, Pennsylvania 18040 (610) 252-3205 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 1997 Equity Compensation Plan (Full title of the Plan) ---------------- Ronald J. Semanick Chief Financial Officer Paragon Technologies, Inc. 600 Kuebler Road Easton, Pennsylvania 18040 (610) 252-3205 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: Jeffery P. Libson, Esquire Pepper Hamilton LLP 1235 Westlakes Drive, Suite 400 Berwyn, Pennsylvania 19312-2401 (610) 640-7800 - 1 -
CALCULATION OF REGISTRATION FEE ==================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities to Amount to Be Offering Price Per Aggregate Offering Amount of Be Registered Registered(1) Share(2) Price(2) Registration Fee (2) - -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 300,000 $7.60 $2,280,000 $570 ==================================================================================================================== (1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or certain other capital adjustments. (2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average of the high and low sale prices of the Registrant's Common Stock reported on the American Stock Exchange on April 17, 2001.
- 2 - This registration statement is filed solely to reflect an increase of 300,000 shares of our common stock which are reserved for our 1997 Equity Compensation Plan, as amended and restated. In accordance with General Instruction E to Form S-8 and except as noted below, we incorporate by reference into this registration statement the contents of our registration statement number 333-36397 filed on September 25, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. - ------- -------- The exhibit list is amended to read in its entirety as follows:
Exhibit Number Description -------------- ----------- 5 Opinion of Pepper Hamilton LLP 23.1 Consent of KPMG LLP 23.2 Consent of KPMG LLP relating to SI/BAKER, INC. 23.3 Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto) 24 Power of Attorney (included on the Signature Page of this Registration Statement) 99 1997 Equity Compensation Plan, as amended and restated (1) - ---------------------- (1) Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000 (File No. 001-15729)
- 3 - 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 Easton, Pennsylvania on April 19, 2001. Paragon Technologies, Inc. By /s/ William R. Johnson ----------------------- William R. Johnson President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints Ronald J. Semanick and William R. Johnson, and each of them acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement and a related registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and in each case to file the same, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof. 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ Elmer D. Gates Chairman of the Board of Directors April 19, 2001 - ------------------------- Elmer D. Gates /s/ William R. Johnson President, Chief Executive Officer and Director April 19, 2001 - ------------------------- (Principal Executive Officer) William R. Johnson /s/ Ronald J. Semanick Vice President, Chief Financial Officer and Treasurer April 19, 2001 - ------------------------- (Principal Financial and Accounting Officer) Ronald J. Semanick /s/ Leon C. Kirschner Corporate Vice President, April 19, 2001 - ------------------------- President of Ermanco Incorporated and Director Leon C. Kirschner /s/ L. Jack Bradt Director April 19, 2001 - ------------------------- L. Jack Bradt /s/ Michael J. Gausling Director April 19, 2001 - ------------------------- Michael J. Gausling /s/ Steven Shulman Director April 19, 2001 - ------------------------- Steven Shulman
- 4 - Exhibit Index
Exhibit Number Description - -------------- ----------- 5 Opinion of Pepper Hamilton LLP 23.1 Consent of KPMG LLP 23.2 Consent of KPMG LLP relating to SI/BAKER, INC. 23.3 Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto) 24 Power of Attorney (included on the Signature Page of this Registration Statement) 99 1997 Equity Compensation Plan, as amended and restated (1) - ---------------------- (1) Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000 (File No. 001-15729)
- 5 - EX-5 2 s8-ex5.txt OPINION RE: LEGALITY EXHIBIT 5 --------- [LETTERHEAD OF PEPPER HAMILTON LLP] April 19, 2001 Paragon Technologies, Inc. 600 Kuebler Road Easton, PA 18040 Re: Registration Statement on Form S-8 relating to the Paragon Technologies, Inc. 1997 Equity Compensation Plan, as amended and restated ------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel to Paragon Technologies, Inc., a Pennsylvania corporation (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), relating to an additional 300,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), reserved for and issuable under the Paragon Technologies, Inc. 1997 Equity Compensation Plan, as amended and restated (the "Plan"). In rendering this opinion, we have examined the Registration Statement and the exhibits thereto, including the Plan, certain records of the Company's corporate proceedings as reflected in its minute books and such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies thereof. Based on the foregoing, it is our opinion that the shares of Common Stock issuable under the Plan will be, when issued and paid for in accordance with the terms of the Plan, validly issued, fully paid, and non-assessable. The opinion set forth above is limited to the Business Corporation Law of the Commonwealth of Pennsylvania, as amended. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act and the rules or regulations of the Commission thereunder. The opinion expressed herein is solely for your benefit and may be relied upon only by you. Sincerely, /s/ PEPPER HAMILTON LLP --------------------------------- PEPPER HAMILTON LLP EX-23.1 3 s8-ex231.txt CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 23.1 ------------ The Board of Directors Paragon Technologies, Inc.: We consent to the incorporation by reference in the registration statements on Form S-8 of Paragon Technologies, Inc. of our report dated February 28, 2001, relating to the consolidated balance sheets of Paragon Technologies, Inc. and subsidiary as of December 31, 2000 and 1999, and the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 2000, for the ten months ended December 31, 1999 and for the year ended February 28, 1999 and the related financial statement schedule, which report appears in the December 31, 2000 annual report on Form 10-K of Paragon Technologies, Inc., and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP ------------------------------------------ KPMG LLP Allentown, Pennsylvania April 17, 2001 EX-23.2 4 s8-ex232.txt CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 23.2 ------------ The Board of Directors Paragon Technologies, Inc.: We consent to the incorporation by reference in the registration statements on Form S-8 of Paragon Technologies, Inc. of our report dated February 28, 2001, relating to the balance sheets of SI/BAKER, INC. as of December 31, 2000 and 1999, and the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 2000, for the ten months ended December 31, 1999 and for the year ended February 28, 1999, which report appears in the December 31, 2000 annual report on Form 10-K of Paragon Technologies, Inc., and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP ------------------------------------------ KPMG LLP Allentown, Pennsylvania April 17, 2001 -----END PRIVACY-ENHANCED MESSAGE-----