-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, m1kH6MXP06kzY+feDKkn8/1u2rb1RoK7YrRD7HkUHsNeuMCXxZ0MVlN2WTc5i5d+ VeXuoYIwxCGWSQzxmzBwog== 0000912057-95-007334.txt : 19950906 0000912057-95-007334.hdr.sgml : 19950906 ACCESSION NUMBER: 0000912057-95-007334 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950905 EFFECTIVENESS DATE: 19950924 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAB PRODUCTS CO CENTRAL INDEX KEY: 0000096116 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 941190862 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62357 FILM NUMBER: 95570163 BUSINESS ADDRESS: STREET 1: 1400 PAGE MILL RD CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158522400 MAIL ADDRESS: STREET 1: 1400 PAGE MILL ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 S-8 1 S-8 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAB PRODUCTS CO. (Exact name of registrant as specified in its charter) Delaware 94-1190862 (State or other jurisdiction (I.R.S. employer identification no.) of incorporation or organization) 1400 Page Mill Road Palo Alto, CA 94304 (Address of principal executive offices) (Zip code) TAB PRODUCTS CO. TAX DEFERRED SAVINGS PLAN (Full title of the plan) Michael A. Dering President and Chief Executive Officer Tab Products Co. 1400 Page Mill Road Palo Alto, CA 94304 (Name and address of agent for service) Telephone number, including area code, of agent for service: 415/852-2400 This registration statement, including all exhibits and attachments, contains 15 pages. The exhibit index may be found on page 10 of the consecutively numbered pages of the registration statement. This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended. 1 - ------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------
Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share(1) price fee - ---------- ------------ ---------- --------- ------------- Common Stock 400,000 $5.41 $2,164,000.00 $746.21 Par Value $0.01
In addition, pursuant to Rule 416(c) under the Securities Act of 1993, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Tab Products Co. Tax Deferred Savings Plan described herein. - -------------------- (1) Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. The price is based upon the average of the high and low prices of the Common Stock on August 29, 1995, as reported on the American Stock Exchange. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE Tab Products Co. (the "Company") hereby incorporates by reference in this registration statement the following documents: (a) The Company's latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's latest fiscal year ended May 31, 1995 filed in August 1995 and the latest annual report for the Tab Products Co. Tax Deferred Savings Plan on Form 11-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, containing audited financial statements for the Plan's latest fiscal year ended May 31, 1994 filed in November 1994. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-B filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. 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 to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable. 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Delaware law authorizes corporations to eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach or alleged breach of the directors' "duty of care." While the relevant statute does not change directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on directors' duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends and approval of any transaction from which a director derives an improper personal benefit. The Company has adopted provisions in its Certificate of Incorporation which eliminate the personal liability of its directors to the Company and its stockholders for monetary damages for breach or alleged breach of their duty of care. The Bylaws of the Company provide for indemnification of its directors, officers, employees and agents to the full extent permitted by the General Corporation Law of the State of Delaware, the Company's state of incorporation, including those circumstances in which indemnification would otherwise be discretionary under Delaware Law. Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. ITEM 8. EXHIBITS See Exhibit Index. 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 4 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any 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; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) 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. (3) 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) FILING 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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. (h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION STATEMENT ON FORM S-8 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, 5 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 the 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. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Palo Alto, State of California, on August 31, 1995. TAB PRODUCTS CO. /s/ Michael A. Dering By: _________________________________ Michael A. Dering, President and Chief Executive Officer 6 POWER OF ATTORNEY The officers and directors of Tab Products Co. whose signatures appear below, hereby constitute and appoint Michael A. Dering and John M. Palmer, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on August 31, 1995.
Signature Title - -------------------------------------------------------------------------- /s/ Michael A. Dering - ------------------------- Michael A. Dering Director, President and Chief Executive Officer (Principal Executive Officer) /s/ John M. Palmer - ------------------------- John M. Palmer Vice President, Finance, Chief Financial Officer (Principal Financial Officer) /s/ James L. Anderson - ------------------------- James L. Anderson Controller (Principal Accounting Officer) /s/ Hans Wolf - ------------------------- Hans Wolf Director and Chairman of the Board /s/ Robert R. Augsburger - ------------------------- Robert R. Augsburger Director /s/ Dr. William E. Ayer - ------------------------- Dr. William E. Ayer Director /s/ John L. Doyle - ------------------------- John L. Doyle Director /s/ John W. Peth - ------------------------- John W. Peth Director, Executive Vice President, Chief Operating Officer and President, Tab U.S.
7 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on August 31, 1995. Tab Products Co. Tax Deferred Savings Plan /s/ Robert J. Sexton By: ________________________________ Robert J. Sexton, Member of the Administrative Committee 8 POWER OF ATTORNEY The members of the Administrative Committee for the Tab Products Co. Tax Deferred Savings Plan whose signatures appear below, hereby constitute and appoint John M. Palmer and Robert J. Sexton, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on August 31, 1995.
Signature Title - ------------------------------------------------------------------------- /s/ Robert Sexton - ------------------------- Robert Sexton Member of the Administrative Committee /s/ John M. Palmer - ------------------------- John M. Palmer Member of the Administrative Committee /s/ Wendi Downing - ------------------------- Wendi Downing Member of the Administrative Committee
9 EXHIBIT INDEX
Sequentially Numbered Page ------------- 4.1 Certificate of Incorporation of the Company is -- incorporated by reference to Exhibit 3.1 to the Company's Form 10-K filed with the Securities and Exchange Commission in August 1993 4.2 Amended and Restated Bylaws of the -- Company, amended as of January 10, 1994, is incorporated by reference to Exhibit 3.2 to the Company's Form 10-K filed with the Securities and Exchange Commission in August 1994. 4.3 A copy of the Internal Revenue Service 11 determination letter that the Tab Products Co. Profit Sharing 401K Plan (Tax Deferred Savings Plan), adopted on June 1, 1978 and amended on February 7, 1991 is qualified under Section 401 of the Internal Revenue Code 23.1 Consent of Counsel 14 23.2 Consent of Deloitte & Touche LLP, Independent Auditors 15 24 Power of Attorney (included in signature -- pages to this registration statement)
10 EX-4.3 2 EXHIBIT 4.3 Exhibit 4.3 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P O BOX 2350 ROOM 5127 LOS ANGELES, CA 90053 Employer Identification Number: Date: Jul 10 1991 94-1190862 File Folder Number: TAB PRODUCTS CO 770016621 C/O PENNY H GALLO Person to Contact: C/O WARE & FREIDENRICH APC MELINDA OLSON 400 HAMILTON AVENUE Contact Telephone Number: PALO ALTO, CA 94301 (213) 725-0905 Plan Name: TAB PRODUCTS CO PROFIT SHARING 401K PLAN Plan Number: 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated 5-23-91 6-10-91. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on 02-07-91. This determination letter is applicable for the plan adopted on 06-01-78. This letter does not constitute a determination that your plan satisfies the requirements of section 401(a)(26) of the code. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. 11 -2- TAB PRODUCTS CO If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Michael J. Quinn Michael J. Quinn District Director Enclosures: Publication 794 PWBA 515 Addendum 12 -3- TAB PRODUCTS CO This plan does not provide for contributions on behalf of participants with less than one thousand hours of service during the plan year and/or does not provide for contributions on behalf of participants not employed on the last day of the plan year. The provision(s) may, in operation, cause this plan to fail the coverage requirements of IRC 410(b) and/or the participation requirements of IRC 401(a)(26). If this discrimination occurs, this plan will not remain qualified. 13 EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 [LETTERHEAD] Attorneys at Law 400 Hamilton Avenue Palo Alto, CA 94301-1825 Tel (415) 328-6561 Fax (415) 327-3699 Our File No. 1200167-900400 August 31, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: TAB PRODUCTS CO. REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES ISSUABLE UNDER THE TAX DEFERRED SAVINGS PLAN Ladies and Gentlemen: As legal counsel for Tab Products Co., a Delaware corporation (the "Company"), we consent to the use of our name wherever it appears in the registration under the Securities Act of 1933, as amended, of up to 400,000 shares of the Common Stock, $0.01 par value, of the Company for the Tab Products Co. Tax Deferred Savings Plan. Respectfully submitted, /s/ Gray Cary Ware & Freidenrich GRAY CARY WARE & FREIDENRICH A Professional Corporation 14 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of TAB Products Co. on Form S-8 of our reports dated June 28, 1995 and September 27, 1994, appearing in the Annual Report on Form 10-K of TAB Products Co. for the year ended May 31, 1995 and in the Annual Report on Form 11-K of TAB Products Co. Tax Deferred Savings Plan for the year ended May 31, 1994, respectively. DELOITTE & TOUCHE LLP San Jose, California August 29, 1995 15 -----END PRIVACY-ENHANCED MESSAGE-----