As filed with the Securities and Exchange Commission on November 7, 1997
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
BONDED MOTORS, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 95-2698520
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
7522 S. Maie Avenue, Los Angeles, California 90001
(Address of principal executive offices) (Zip Code)
________________________
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN, AS AMENDED
1996 INCENTIVE STOCK PLAN, AS AMENDED
(Full title of the plan)
______________________
Aaron Landon
Chairman and Chief Executive Officer
Bonded Motors, Inc.
7522 S. Maie Avenue, Los Angeles, California 90001
(Name and address of agent for service)
(213) 583-8631
(Telephone number, including area code, of agent for service)
________________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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1996 Non-Employee
Directors Stock Option
Plan
Options to Purchase
Common Stock 50,000 N/A N/A N/A
Common Stock 29,000 $8.563 $248,327 $75.25
Common Stock 21,000 $6.741 $141,561 $42.90
1996 Incentive Stock Plan
Options to Purchase
Common Stock 570,000 N/A N/A N/A
Common Stock 270,000 $8.563 $2,312,010 $700.61
Common Stock 300,000 $7.060 $2,118,000 $641.82
Total $1,460.58
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Bonded Motors, Inc. 1996 Incentive
Stock Plan, as amended, and 1996 Non-Employee Directors Stock Option Plan, as
amended, by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Estimated solely for purposes of calculating the amount of the
registration fee under Rule 457(h) of the Securities Act of 1933, as amended
(the "1933 Act"), as follows: (i) with respect to Common Stock underlying
outstanding options, on the basis of the weighted average exercise price; and
(ii) with respect to Common Stock to be granted under the plans, on the basis
of the average between the high and low reported sales prices of the
Registrant's Common Stock on November 3, 1997 of $8.563 per share, as
reported by the Nasdaq National Market.
EXPLANATORY NOTE
As provided in Instruction C to Form S-8, any prospectus that is to be used for
reoffers and resales of restricted securities must be filed as part of a
Registration Statement on Form S-8. Accordingly, the Prospectus that is to be
used for reoffers and resales of shares of Common Stock to be acquired upon
exercise of stock options outstanding prior to the effective date of this
Registration Statement pursuant to the issuance of Common Stock under the
Company's 1996 Incentive Stock Plan, as amended, and 1996 Non-Employee Directors
Stock Option Plan, as amended, has been filed as part of this Registration
Statement.
PROSPECTUS
321,000 Shares
BONDED MOTORS, INC.
COMMON STOCK
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This Prospectus relates to the public offering, which is not being
underwritten, of 321,000 shares of Common Stock, no par value per share, of
Bonded Motors, Inc. ("BONDED MOTORS", the "Company" or the "Registrant"). All
321,000 shares (the "Shares") may be offered by certain shareholders of the
Company or by pledgees, donees, transferees or other successors in interest that
receive such shares as a gift, partnership distribution or other non-sale
related transfer (the "Selling Shareholders"). All of the Shares may be
originally issued by the Company in connection with the exercise of options that
have been granted pursuant to the Company' s 1996 Incentive Stock Plan, as
amended (the "1996 Incentive Stock Plan"), or the 1996 Non-Employee Directors
Stock Option Plan, as amended (the "1996 Non-Employee Directors Stock Option
Plan"). The options were issued, and the Shares to be issued upon exercise of
the options will be issued, pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
provided by Section 4(2) thereof.
The Shares may be offered by the Selling Shareholders from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear certain expenses in connection with the
registration of the Shares being offered and sold by the Selling Shareholders.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "BMTR."
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The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
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HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is November 7, 1997
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Shareholder or by any other person. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at 75 Park Place, New York, New York
10007 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained by mail from the Public Reference Branch
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The Common Stock of the Company is quoted on the Nasdaq
National Market, and such material may also be inspected at the offices of
Nasdaq Operations, 1735 K Street N.W. Washington, D.C. 20006. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company
and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and to the exhibits and schedules filed therewith. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of all or
any part thereof may be obtained from such office upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") are incorporated reference into this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 filed with the Commission pursuant to Section 13 of the
Exchange Act.
(b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
2
(c) The Registrant's Registration Statement No. 0-28102 on Form 8-A filed
with the Commission on March 29, 1996, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered a copy of any or all of such documents which are
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written requests for copies should be directed
to the executive offices of the Company at 7522 S. Maie Avenue, Los Angeles,
California 90001. The Company's telephone number is (213) 583-8631.
THE COMPANY
The Company is one of the largest independent engine remanufacturers in the
United States serving the automotive aftermarket for end users and installers
such as discount automotive parts chains, fleet owners, professional installers
and "do-it-yourselfers." The Company remanufactures and distributes in the
United States replacement engines for domestic and Japanese cars, light trucks
and specialty vehicles. The executive offices of the Company are at 7522 S.
Maie Avenue, Los Angeles, California 90001 The Company's telephone number is
(213) 583-8631.
RISK FACTORS
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES CERTAIN RISKS.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, ALONG WITH THE OTHER
INFORMATION CONTAINED IN THE PROSPECTUS, THE FOLLOWING CONSIDERATIONS AND RISKS
IN EVALUATING AN INVESTMENT IN THE COMPANY.
CONCENTRATION OF SALES TO CERTAIN CUSTOMERS. A significant percentage of
the Company's sales has been concentrated among a relatively small number of
customers. The Company had sales with two significant customers constituting
approximately 30% and 32%, respectively, of net sales in 1996 and 39% and 23%,
respectively, of net sales in 1995. The Company has no master purchase
agreements with or other commitments from its customers. The loss of a
significant customer or a substantial decrease in sales to such a customer could
have a material adverse effect on the Company's sales and operating results.
Although the Company intends to increase its customer base through expansion
into other geographic regions, there can be no assurance that this concentration
of sales among customers will not continue in the future.
AVAILABILITY OF CORES. The Company obtains used engines (commonly referred
to as "cores") from various sources, principally from trade-ins and core
brokers. The Company uses cores to produce its remanufactured engines. The
Company's ability to obtain cores of the type and in the quantities required is
essential to its ability to meet and expand production. The availability of
particular core types may not coincide with customer demand for specific
remanufactured engine types as a result of, among other things, (i) a time lag
between the initial customer demand for a particular type of remanufactured
engine and the return of cores of such an engine by the customer, (ii) an
inability to salvage cores for reuse due to excessive wear, corrosion or damage
or (iii) an inability by the Company to acquire cores because of increased
demand or prices paid by other remanufacturers or core brokers. Although the
Company has not experienced any material core shortages, there can be no
assurance that the Company will have an adequate supply of cores in the future
to meet the demand for its remanufactured products.
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DEPENDENCE ON KEY PERSONNEL. The Company is dependent on the efforts and
abilities of its Chief Executive Officer, Aaron Landon, its President,
Richard Funk, its Chief Operating Officer, Buddy Mercer and its Chief Financial
Officer, Paul Sullivan. If the Company were to lose the services of any of
Messrs. Landon or Sullivan before a qualified replacement could be obtained, its
business could be materially adversely affected.
COMPETITION. The Company competes with companies involved in the
remanufacture and distribution of engines and related parts for domestic and
Japanese automobiles. The automotive aftermarket industry is highly competitive
and a number of companies with which the Company competes are substantially
larger and have significantly greater resources than the Company. The primary
basis for competition in the automotive aftermarket is price, quality,
reliability, rapid response and breadth of product selection. There are also a
number of engine remanufacturers that are substantially larger than the Company
who are authorized to sell remanufactured engines to dealerships and to
automobile manufacturers, but who do not currently compete with the Company in
the automotive aftermarket. There can be no assurance that these companies will
not enter the automotive aftermarket industry.
QUALITY CONTROL AND PRODUCT LIABILITY. While the Company maintains quality
assurance procedures that meet or exceed industry standards, the sale of the
Company's products could expose the Company to liability claims. The Company
currently has liability insurance which it believes is adequate for its current
activities. There can be no assurance that the Company will be able to maintain
insurance at a reasonable cost, if at all, that insurance will be adequate to
cover liabilities resulting from product liability claims or that the Company
will have funds available to pay any claims over the limit of its insurance.
While the Company has had no material liability claims to date, there can be no
assurance that material claims will not be made in the future.
ENVIRONMENTAL REGULATION. The Company's operations are subject to federal,
state and local laws and regulations governing, among other things, emissions to
air, discharge to waters and the generation, handling, storage, transportation,
treatment and disposal of waste and other materials. The Company believes that
its business, operations and facilities have been and are being operated in
compliance in all material respects with applicable environmental and health and
safety laws and regulations, many of which provide for substantial fines and
criminal sanctions for violations. However, the operation of automotive parts
manufacturing plants entails risks in these areas, and there can be no assurance
that the Company will not incur material costs or liabilities. In addition,
potentially significant expenditures could be required in order to comply with
evolving environmental and health and safety laws, regulations or requirements
that may be adopted or imposed in the future or evolving interpretations of
existing laws, regulations and requirements. The Company believes, although
there can be no assurance, that the overall impact of compliance with
regulations and legislation protecting the environment will not have a material
effect on its future financial position or results of operations.
CONTROL OF THE COMPANY. The Landon Family Foundation, The Landon Family
Trust, The Aaron P. Landon Annuity Trust and The Maude M. Landon Annuity Trust
(collectively, the "Landon Family Entities"), own approximately 45% of the
Company's outstanding Common Stock. Each of the Landon Family Entities is an
affiliate of Mr. Aaron Landon, the Company's Chairman and Chief Executive
Officer. Mr. Landon, through the Landon Family Entities, will be able to control
the outcome of matters submitted to a vote by the Company's shareholders, such
as the election of the Company's Board of Directors, and control the direction
and future operations of the Company. See "Selling Shareholders."
SHARES ELIGIBLE FOR FUTURE SALE. The Landon Family Entities own 1,320,020
shares of Common Stock. An offering of the shares of Common Stock has not been
under the Securities Act and may not be sold in the absence of such registration
or an exemption therefrom, including the provisions contained in Rule 144 under
the Securities Act. These shares owned by The Landon Family Entities are
available for sale under Rule 144. No prediction can be made as to the effect,
if any, that future sales of these shares of Common Stock will have on the
market price of the shares of Common Stock prevailing from time to time. Sales
of substantial amounts of Common Stock, or the perception that these sales could
occur, could adversely affect prevailing market prices for the Common Stock and
could impair the ability of the Company to raise additional capital through the
sale of its equity securities or through debt financing.
Affiliates of the underwriter of the Company's initial public offering hold
Underwriters' Warrants to purchase up to 100,000 shares of Common Stock. The
exercise of the Underwriters' Warrants may dilute the book value per share of
Common Stock. The holders of such warrants may exercise them at a time when the
Company would otherwise be able to obtain additional equity capital on terms
more favorable to the Company and have the opportunity to benefit from increases
in the price of the Common Stock without risk of an equity investment. The
Company has agreed to register under federal and state securities laws the
Common Stock underlying the
4
Underwriters' Warrants for resale. Such registration rights could involve
substantial expenses to the Company and may adversely affect the terms upon
which the Company may obtain additional financing.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold by the Selling Shareholders from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Shareholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table sets forth the number of shares of Common Stock that
may be acquired by each of the Selling Shareholders upon exercise of stock
options issued under the Company's 1996 Incentive Stock Plan or 1996 Directors
Stock Option Plan. Except as indicated, none of the Selling Shareholders has
had a material relationship with the Company within the past three years other
than as a result of the ownership of the Shares or other securities of the
Company. Because the Selling Shareholders may offer all or some of the Shares
pursuant to the offering contemplated by this Prospectus, and because there are
currently no agreements, arrangements or understandings with respect to the sale
of any of the Shares, no estimate can be given as to the amount of Shares that
will be held by the Selling Shareholders after completion of this offering. The
Shares offered by this Prospectus may be offered from time to time by the
Selling Shareholders named below.
Percentage Percentage
of of
Outstanding Outstanding
Shares Number of Shares
Number of Beneficially Shares Beneficially
Shares Owned Registered Owned
Beneficially before the for Sale after the
Name of Shareholder Owned Offering Hereby (1) Offering(2)
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Aaron Landon(3) 1,388,770 44.8% 137,500 39.4%
Paul Sullivan(4) 127,020 4.2% 45,000 3.8%
Buddy Mercer(5) 100,020 3.3% 20,000 3.0%
James Williams * * 15,000 *
Sergio Carillo * * 15,000 *
Glenn Berg * * 10,000 *
Emma Fong * * 10,000 *
Seth Landon * * 10,000 *
Cristina Avila * * 7,500 *
Robert Glunt * * 7,500 *
Sukhu Vasnarungrkul * * 7,500 *
Richard Funk(6) * * 6,500 *
Cornelius McCarthy(6) * * 6,500 *
Dann V. Angeloff * * 5,000 *
Jose Cabral * * 5,000 *
Paul Lim * * 5,000 *
Michael Steger * * 5,000 *
Edward T. Bradford(6) * * 1,500 *
John F. Creamer(6) * * 1,500 *
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Total 321,000
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*Represents beneficial ownership of less than 1%.
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock divided, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Assumes sale of all shares registered hereby for Selling Shareholders.
(3) Consists of shares held by The Landon Family Foundation, The Landon Family
Trust, The Aaron P. Landon Annuity Trust and The Maude M. Landon Annuity Trust.
Includes 68,750 shares of Common Stock that may be obtained within 60 days upon
exercise of stock options. Aaron Landon and Maude Landon, his wife, are
trustess and/or co-trustees of the trusts. Aaron Landon is the Company's
Chairman and Chief Executive Officer.
(4) Paul Sullivan is the Company's Vice President of Finance and Administration
and Chief Financial Officer and a Director.
(5) Buddy Mercer is the Company's Chief Operating Officer, Secretary and a
Director.
(6) Messrs. Funk, McCarthy, Bradford and Creamer are directors.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for the
Company by Petillon & Hansen, a partnership of professional corporations,
Torrance, California.
EXPERTS
The financial statements of Bonded Motors, Inc. as of December 31, 1996,
incorporated by reference in this prospectus, have been incorporated herein and
in the registration statement in reliance on the report of KPMG Peat Marwick
LLP, independent certified public accountants, upon the authority of said firm
as experts in auditing and accounting.
6
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Bonded Motors, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 filed with the Commission pursuant to Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The Registrant's Registration Statement on Form 8-A (File No.
0-28102) filed with the Commission on January 31, 1997, in which there is
described the terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Articles of Incorporation include an
authorization for the Company to indemnify its agents ( as defined in Section
317 of the California Code), through bylaw provisions, by agreement or
otherwise, to the fullest extent permitted by law. Pursuant to this provision,
the Company's Amended and Restated Bylaws provide for indemnification of the
Company's directors, officers and employees. In addition, the Company, at its
discretion, may provide indemnification to persons whom the Company is not
obligated to indemnify. The Amended and Restated Bylaws also allow the Company
to enter into indemnity agreements with individual directors, officers,
employees and other agents. Any such indemnity agreements, together with the
Company's Amended and Restated Bylaws and Amended and Restated Articles of
Incorporation, may require the Company, among other things, to indemnify these
persons against certain liabilities that may arise by reason of their status as
such or service in such capacity (other than liabilities resulting from willful
misconduct of a culpable nature), to advance expenses to them as they are
incurred, provided that they undertake to repay the amount advanced if it is
ultimately determined by a court that they are not entitled to indemnification,
and to obtain directors' and officers' insurance if available on reasonable
terms.
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Section 317 of the California Code and the Company's Amended and Restated
Bylaws make provisions for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.
The Company has been advised that it is the position of the Securities and
Exchange Commission that insofar as the foregoing provision may be invoked for
liabilities arising under the Securities Act, the provision is against public
policy as expressed in the Securities Act and is therefore unenforceable. Such
limitation of liability also does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Item 7. Exemption from Registration Claimed.
The shares to be reoffered or resold pursuant to this registration
statement were issued without registration under the Securities Act in reliance
upon Section 4(2) under the Securities Act and/or Regulation D promulgated under
the Securities Act. The purchasers acquired the securities for investment only
and not with a view to the distribution thereof.
Item 8. Exhibits.
Exhibit Number Exhibit
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4.0 Instruments Defining Rights of Shareholders. Reference is
made to Registrant's Registration Statement on Form 8-A
(File No. 0-28102) which is incorporated herein by reference
pursuant to Item 3(c).
5.0 Opinion of Petillon & Hansen.
23.1 Consent of Independent Certified Public Accountants - KPMG
Peat Marwick LLP.
23.2 Consent of Petillon & Hansen is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
91.1 Bonded Motors, Inc. 1996 Incentive Stock Plan, as amended.
99.2 Bonded Motors, Inc. 1996 Non-Employee Directors Stock Option
Plan, as amended.
Item 9. Undertakings.
A. 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, (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, and (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; (2) that for the purpose of determining any liability under the
Securities Act 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; and (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 1996 Incentive Stock Plan and/or the 1996 Non-Employee
Directors Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Act that is incorporated by reference into the Registration Statement
shall be deemed to be a new
8
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.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the indemnity provisions summarized in
Item 6 or otherwise, the Registrant has been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California, on this 6 day of November, 1997.
BONDED MOTORS, INC.
By /s/ Aaron Landon
-------------------------------------
Aaron Landon
Chief Executive Officer and Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Aaron Landon and each of them acting
individually, as such person's true and lawful attorneys-in-fact and agents,
each with full power of substitution, for such person, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitutes, may do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signatures Title Date
/s/Aaron Landon Chief Executive Officer; November 6, 1997
- ----------------------------- Chairman of the Board
Aaron Landon (Principal Executive
Officer)
/s/Buddy Mercer Chief Operating Officer; November 6, 1997
- ----------------------------- Secretary; Director
Buddy Mercer
/s/Paul Sullivan Vice President -- Finance; November 6, 1997
- ----------------------------- Director
Paul Sullivan (Principal Financial
Officer and
Principal Accounting
Officer)
/s/Richard Funk President; Director November 6, 1997
- -----------------------------
Richard Funk
/s/Edward T. Bradford Director November 3, 1997
- -----------------------------
Edward T. Bradford
Director November __, 1997
- -----------------------------
John F. Creamer
Director November __, 1997
- -----------------------------
Cornelius P. McCarthy, III
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EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4.0 Instruments Defining Rights of Shareholders. Reference is
made to Registrant's Registration Statement on Form 8-A
(File No. 0-28102) which is incorporated herein by reference
pursuant to Item 3(c).
5.0 Opinion of Petillon & Hansen.
23.1 Consent of Independent Certified Public Accountants - KPMG
Peat Marwick LLP.
23.2 Consent of Petillon & Hansen is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1 Bonded Motors, Inc. 1996 Incentive Stock Plan, as amended.
99.2 Bonded Motors, Inc. 1996 Non-Employee Directors Stock Option
Plan, as amended.
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