-----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, LOQozd66sJvgL+SxI2IV9pXjc81UgYvE4NxCDjdcMX0YVziS2echvS7cXxY3Gt02 lJpXdNXjE9VQhmAj5BMRqw== 0000949459-96-000169.txt : 19961008 0000949459-96-000169.hdr.sgml : 19961008 ACCESSION NUMBER: 0000949459-96-000169 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961007 EFFECTIVENESS DATE: 19961007 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMETRICS INDUSTRIES INC CENTRAL INDEX KEY: 0000095944 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 590954868 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13607 FILM NUMBER: 96640326 BUSINESS ADDRESS: STREET 1: 557 N HARBOR CITY BLVD CITY: MELBOURNE STATE: FL ZIP: 32935 BUSINESS PHONE: 4072541500 MAIL ADDRESS: STREET 1: 557 NORTH HARBOR CITY BLVD. CITY: MELBOURNE STATE: FL ZIP: 32935 FORMER COMPANY: FORMER CONFORMED NAME: SYMETRICS ENGINEERING CORP DATE OF NAME CHANGE: 19700901 FORMER COMPANY: FORMER CONFORMED NAME: SYMETRICS INC DATE OF NAME CHANGE: 19691015 S-8 1 SYMETRICS INDUSTRIES, INC. FORM S-8 Registration No. ___________ Securities and Exchange Commission Washington, DC 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Symetrics Industries, Inc. (Exact name of registrant as specified in its charter) Florida 59-0954868 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 557 North Harbor City Boulevard Melbourne, Florida 32935 ------------------------ (Address of principal executive offices) (zip code) SYMETRICS INDUSTRIES, INC. STOCK OPTION PLAN (Full title of the plan) Dudley E. Garner, Jr., President Symetrics Industries, Inc. 557 North Harbor City Boulevard Melbourne, Florida 32935 (Name and address of agent for service) (407) 254-1500 (Telephone number, including area code, of agent for service) Copies of communications to: Suzan A. Abramson, Esquire Grocock, Loftis & Abramson 126 East Jefferson Street Orlando, FL 32801 (407) 422-0300
Calculation of Registration Fee ------------------------------- Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered(1) price per share price registration fee - ---------------- ------------- --------------- ----- ---------------- Common Stock 120,000 ($.25 par value) shares(2) $8.30 (3) $996,000 $343.45
------------------------ (1) Plus such additional number of shares as may be required pursuant to the Plan in the event of a stock split, split-up of shares, recapitalization or other similar change in the Common Stock. (2) Represents the number of additional shares of Common Stock which may be purchased upon exercise of options outstanding or which may become outstanding under the Symetrics Industries, Inc. Stock Option Plan. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 by averaging (i) the weighted average exercise price of outstanding options and (ii) the average of the high and low prices of the Registrant's Common Stock as reported on the NASD National Market System on October 3, 1996. ------------------------ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Documents by Reference. ---------------------------------------- The contents of Symetrics Industries, Inc. Registration Statement on Form S-8. File No. 33-69930 are incorporated by reference herein. Item 8. Exhibits. --------- The following exhibits are filed herewith: 5.1 Opinion of Grocock, Loftis & Abramson as to the legality of the securities being registered. 23.1 Consent of Pricher and Company, Independent Certified Public Accountants. 23.2 Consent of Grocock, Loftis & Abramson (included in its opinion filed as Exhibit 5. Page 2 SIGNATURES ---------- Pursuant to the requirements of this 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 Melbourne, State of Florida, on the 3rd day of October, 1996. SYMETRICS INDUSTRIES, INC. By: /s/ Dudley E. Garner, Jr ----------------------------------------- Dudley E. Garner, Jr., President POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DUDLEY E. GARNER, JR., 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 sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully 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. Date: August 6, 1996 /s/ Dudley E. Garner, Jr. ---------------- ---------------------------------------- Dudley E. Garner, Jr., Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) Date: August 23, 1996 /s/ Jane J. Beach ----------------- ---------------------------------------- Jane J. Beach, Director Page 3 Date: September 3, 1996 /s/ Earl J. Claire ------------------- --------------------------------------- Earl J. Claire, Director Date: August 7, 1996 /s/ Michael E. Terry ---------------- --------------------------------------- Michael E. Terry, Director Date: August 27, 1996 /s/ Edwin H. Eichler ----------------- --------------------------------------- Edwin H. Eichler, Director Date: August 30, 1996 /s/ Michael D. Jensen ----------------- --------------------------------------- Michael D. Jensen, Director Date: August 6, 1996 /s/ W. Campbell McKegg ---------------- --------------------------------------- W. Campbell McKegg, Vice President Finance (Principal Accounting Officer) Page 4 EX-5 2 EXHIBIT 5.1 LEGAL OPINION EXHIBIT 5.1 GROCOCK, LOFTIS & ABRAMSON Attorneys at Law A Partnership including Professional Associations 126 East Jefferson Street, Suite 200 Orlando, Florida 32801 Facsimile: (407) 425-0032 Telephone: (407) 422-0300 Corporate, Securities, and Franchise Law SUZAN A. ABRAMSON, P.A. October 3, 1996 Symetrics Industries, Inc. 557 North Harbor City Blvd. Melbourne, FL 32935 Ladies and Gentlemen: We have acted as counsel for Symetrics Industries, Inc., a Florida corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission. The Registration Statement relates to an additional 120,000 shares (the "Shares") of the Company's common stock, par value of $.25 per share ("Common Stock"), to be issued upon the exercise of options ("Options") granted or to be granted pursuant to the Symetrics Industries, Inc. Stock Option Plan (the "Stock Option Plan"). As counsel, we have reviewed such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. For purposes of the opinion set forth in clause (b) below, we have assumed the following: (i) that the Shares which may be issued upon exercise of Options granted pursuant to the Stock Option Plan will continue to be duly authorized on the dates of such issuance, and (ii) on the date on which any Option is exercised, such Option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. The opinions express herein are limited in all respects to the federal laws of the United States of America and the laws of the State of Florida, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that: (a) The Shares are duly authorized; and (b) When the Shares are issued upon exercise of the Options against payment therefor, as provided in the Stock Option Plan, such Shares will be validly issued, fully paid and nonassessable. This opinion is given as of the date hereof. This letter is being rendered solely for the benefit of Symetrics Industries, Inc., in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity without our prior written consent. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, GROCOCK, LOFTIS & ABRAMSON By: /s/ Suzan A. Abramson ----------------------------------------- Suzan A. Abramson SAA/lms EX-23 3 EXHIBIT 23.1 CONSENT OF ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 1, 1996, which appears on page 13 of the 1996 Annual Report to Shareholders of Symetrics Industries, Inc. PRICHER AND COMPANY Orlando, Florida October 3, 1996 /s/ Pricher and Company -------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----