As filed with the Securities and Exchange Commission on June 21, 2001 Registration Statement No. __________ =============================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASTRO-MED, INC. (Exact name of registrant as specified in its charter) Rhode Island 05-0318215 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 600 East Greenwich Avenue, West Warwick, Rhode Island 02893 (Address of Principal Executive Offices) (Zip Code) 1998 Non-Qualified Stock Option Plan (Full title of the plan) Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer, Astro-Med, Inc. 600 East Greenwich Avenue West Warwick, RI 02893 (Name and address of agent for service) (401) 828-4000 (Telephone number, including area code, of agent for service) Copy to: Margaret D. Farrell, Esq. Hinckley, Allen & Snyder LLP 1500 Fleet Center Providence, Rhode Island 02903 (401) 274-2000==================================================================== CALCULATION OF REGISTRATION FEE ==================================================================== Title of Proposed Proposed securities Amount maximum maximum Amount of to be to be offering price aggregate registration registered registered per share(1) offering price fee - ----------------------------------------------------------------------------- Common Stock 600,000 $4.28 $2,568,000 $642.00 (par value $.05) - ------------------------------------------------------------------------ (1) Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee, based on the average of the high and low prices of the Registrant's Common Stock as reported by The Nasdaq Stock Market(R)on June 15, 2001. Statement of Incorporation by Reference .........This Registration Statement on Form S-8 is being filed to register 600,000 additional shares of common stock, par value $.05 per share ("Common Stock"), of Astro-Med, Inc. (the "Company") which have been reserved for issuance under the Company's 1998 Non-Qualified Stock Option Plan, as amended (the "Plan"). A total of 400,000 shares of the Common Stock reserved for issuance under the Plan previously were registered on a Registration Statement on Form S-8 (Registration No. 333-62431) filed August 28, 1998 (the "Original Registration Statement"). The contents of the Original Registration Statement are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Certain legal matters in connection with the validity of the shares of Common Stock offered hereby have been passed upon for the Registrant by Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island 02903. Margaret D. Farrell, a partner of Hinckley, Allen & Snyder LLP, is the Secretary of the Registrant. Jacques Hopkins, a retired partner of the firm and a director of the Registrant, directly owns, jointly with his wife, 8,500 shares, and indirectly owns 6,300 shares all of which are held in revocable trusts established by his adult children of which his wife is co-trustee. In addition, Margaret D. Farrell and Jacques Hopkins are joint Trustees of the Astro-Med Employee Stock Ownership Trust. As of January 31, 2001, the Employee Stock Ownership Trust owned 84,310 shares of Common Stock of the Registrant. Item 8. Exhibits. Exhibit No. Description 5 Opinion of Hinckley, Allen & Snyder LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Hinckley, Allen & Snyder LLP (contained in their opinion filed as Exhibit 5) 24 Power of Attorney (included on signature page of this Registration Statement) 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 Town of West Warwick, State of Rhode Island, on the 21st day of June, 2001. ASTRO-MED, INC. By: /s/ Albert W. Ondis Albert W. Ondis, Chairman and Chief Executive Officer We, the undersigned officers and directors of Astro-Med, Inc., in the Town of West Warwick, Rhode Island hereby severally constitute and appoint Albert W. Ondis, Everett V. Pizzuti and Joseph P. O'Connell our true and lawful attorneys with full power of substitution together, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Astro-Med, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any one of them, to said Registration Statement and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Albert W. Ondis Chairman (Principal June 21, 2001 Albert W. Ondis Executive Officer) and Director /s/ Everett V. Pizzuti President (Principal June 21, 2001 Everett V. Pizzuti Operating Officer) and Director /s/ Joseph P. O'Connell Vice President and June 21, 2001 Joseph P. O'Connell Treasurer (Principal Financial and Accounting Officer) /s/ Jacques V. Hopkins Director June 21, 2001 Jacques V. Hopkins /s/ Hermann Viets Director June 21, 2001 Hermann Viets, Ph.D. /s/ Neil K. Robertson Director June 21, 2001 Neil K. Robertson EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE 5 Opinion of Hinckley, Allen & Snyder LLP 7 23.1 Consent of Arthur Andersen LLP 8 23.2 Consent of Hinckley, Allen & Snyder LLP (contained in their opinion filed as Exhibit 5) N/A 24 Power of Attorney 5 Exhibit 5 1500 FLEET CENTER PROVIDENCE, RHODE ISLAND 02903 (401) 274-2000 FAX (401) 277-9600 HINCKLEY, ALLEN & SNYDER LLP Attorneys at Law June 21, 2001 Astro-Med, Inc. 600 East Greenwich Avenue West Warwick, RI 02893 RE: Registration Statement on Form S-8 for 1998 Non-Qualified Stock Option Plan, As Amended Ladies and Gentlemen: We have acted as counsel to Astro-Med, Inc., a Rhode Island corporation (the "Company"), in connection with the filing by the Company of the Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission relating to Six Hundred Thousand (600,000) shares of the Company's common stock, par value $.05 per share (the "Common Stock"), issuable under the Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended (the "Plan"). In connection with this opinion, we have examined the Company's Articles of Incorporation, the bylaws of the Company, as amended, the Registration Statement, corporate proceedings of the Company relating to the issuance of the Common Stock, the Plan and such other instruments and documents as we have deemed relevant under the circumstances. In making the aforesaid examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies furnished to us as original or photostatic copies. Based upon and subject to the foregoing, we are of the opinion that the Common Stock which may be issued under the Plan has been duly authorized and when issued in accordance with the terms of the Plan will be validly issued, fully paid and non-assessable. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. This opinion is rendered to you in connection with the Registration Statement, and except as consented to in the preceding sentence, may not be relied upon or furnished to any other person in any context. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Hinckley, Allen & Snyder LLP Exhibit 23.1 ARTHURANDERSEN CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 16, 2001 included in Astro-Med, Inc.'s Form 10-K for the year ended January 31, 2001. /s/ ARTHUR ANDERSEN LLP Boston, Massachusetts June 20, 2001
AstroNova (ALOT) S-8Registration of securities for employees
Filed: 21 Jun 01, 12:00am