S-8 1 s8-701.txt FORM S-8 As filed with the Securities and Exchange Commission on July 25, 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 $7.375 $2,212,500 $554 ===================================================================================================================== (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 July 24, 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 statements numbered 333-36397 filed on September 25, 1997 and 333-59226 filed on April 19, 2001. 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 Exhibit A to the Registrant's proxy statement filed on May 29, 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 July 25, 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 July 25, 2001 --------------------------- Elmer D. Gates /s/ William R. Johnson President, Chief Executive Officer and Director July 25, 2001 --------------------------- (Principal Executive Officer) William R. Johnson /s/ Ronald J. Semanick Vice President, Chief Financial Officer and Treasurer July 25, 2001 --------------------------- (Principal Financial and Accounting Officer) Ronald J. Semanick /s/ Leon C. Kirschner Chief Operating Officer, July 25, 2001 --------------------------- President of Ermanco Incorporated and Director Leon C. Kirschner /s/ L. Jack Bradt Director July 25, 2001 --------------------------- L. Jack Bradt /s/ Michael J. Gausling Director July 25, 2001 --------------------------- Michael J. Gausling /s/ Gilman J. Hallenbeck Director July 25, 2001 ------------------------ Gilman J. Hallenbeck /s/ Anthony W. Schweiger Director July 25, 2001 --------------------------- Anthony W. Schweiger /s/ Steven Shulman Director July 25, 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 Exhibit A to the Registrant's proxy statement filed on May 29, 2001 (File No. 001-15729)
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