As Filed With the Securities and Exchange Commission on April 11, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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Servotronics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 16-0837866
(State of Incorporation) (I.R.S. Employer Identification No.)
1110 Maple Street
Elma, New York 14059
(716) 655-5990
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Servotronics, Inc. 1989 Employees Stock Option Plan, as amended
Stock Option Agreement for William H. Duerig dated March 24, 1998
Stock Option Agreement for Dr. Nicholas D. Trbovich dated March 24, 1998
Stock Option Agreement for Donald W. Hedges dated March 24, 1998
Servotronics, Inc. 2000 Employees Stock Option Plan
Stock Option Agreement for William H. Duerig dated July 7, 2000
Stock Option Agreement for Dr. Nicholas D. Trbovich dated July 7, 2000
Stock Option Agreement for Donald W. Hedges dated July 7, 2000
Servotronics, Inc. 2001 Long-Term Stock Incentive Plan
(Full title of the plans)
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Lee D. Burns
Servotronics, Inc.
1110 Maple Street
Elma, New York 14059
(716) 655-5990
(Name, address, including zip code, and telephone number, including area
code of agent for service)
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Copies to:
William I. Schapiro, Esq.
Jaeckle Fleischmann & Mugel, LLP
800 Fleet Bank Building
Twelve Fountain Plaza
Buffalo, New York 14202
(716) 856-0600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to be Registered(1) Offering Price Per Aggregate Offering Registration
Registered Share Price Fee
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Common
Stock, $.20 par
value per share 620,800 shares (2) $2,342,105(2) $189.48
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate number of additional
shares that may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) With respect to the shares registered hereunder, the proposed maximum
offering price per share shall be calculated in accordance with Rules
457(c) and 457(h)(1) under the Securities Act of 1933, as amended, and
shall be based on: (A) the exercise price for certain options as follows:
(i) $8.50 with respect to 93,000 shares; (ii) $4.38 with respect to 125,000
shares; and (iii) $3.8125 with respect to 101,200 shares and (B) the
average of the high and low sales prices for the Company's common stock as
reported on the American Stock Exchange on April 10, 2003 with respect to
301,600 shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the Instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of shares of common stock of Servotronics, Inc. pursuant to the
benefit plans referred to herein. The documents containing the information
required by Part I of the Registration Statement and required to be delivered to
employees pursuant to Rule 428(b) under the Securities Act of 1933, as amended,
will be sent or given to the plan participants.
Additionally, participants in the Servotronics, Inc. 1989 Employees Stock
Option Plan, 2000 Employees Stock Option Plan, 2001 Long-Term Stock Incentive
Plan and the Stock Option Agreements dated March 24, 1998 and July 7, 2000 with
Dr. Nicholas D. Trbovich, William H. Duerig and Donald W. Hedges (collectively,
the "Plans") are entitled to the documents incorporated by reference in Item 3
of Part II of this Registration Statement, without charge, upon written or oral
request. Such requests should be directed to Servotronics, Inc.; Attention:
Secretary, 1110 Maple Street, Elma, New York 14059 (telephone: (716) 655-5990).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Servotronics, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents filed by it with the
Securities and Exchange Commission:
* Our Annual Report on Form 10-KSB, for the fiscal year ended December
31, 2002.
* The description of our shares of common stock, $0.20 par value per
share, contained in the Registration Statement on Form 8-B dated
December 29, 1972, filed by the Registrant to register such securities
under the Exchange Act, including all amendments and reports filed for
the purpose of updating such description prior to the termination of
the offering of the common stock offered hereby.
In addition, all documents filed by the Registrant subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, and prior to the filing of a post-effective amendment
which indicates that all securities offered 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 part hereof from the date
of filing of such documents. Any statement contained in any 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any 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 (the Common Stock is registered under Section 12 of the
Exchange Act).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL"), the law
of the state in which the Company is organized, empowers a corporation, subject
to certain limitations, to indemnify its directors and officers against
expenses, including attorneys' fees, judgments, fines and certain settlements,
actually and reasonably incurred by them in any suit or proceeding to which they
are parties as long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, as long as they had no reasonable
cause to believe their conduct to be unlawful.
The DGCL authorizes corporations to limit or eliminate the personal
liability of directors to the corporation and its stockholders for monetary
damages in connection with the breach of a director's fiduciary duty of care.
Although the DGCL does not change a director's duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The Company's certificate of incorporation limits the liability
of directors of the Company to its stockholders to the fullest extent permitted
by the DGCL as in effect from time to time. Specifically, directors of the
Company will not be personally liable for monetary damages for breach of a
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or to its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived any improper personal benefit.
The By-laws of the Company provide that the Company shall indemnify any
director or officer of the Company against expenses (including legal fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him, to the fullest extent now or hereafter permitted by law in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative ("Claim"), brought or
threatened to be brought against him by reason of his performance as a director
or officer of the Company, its parent or any of its subsidiaries, or in any
other capacity on behalf of the Company, its parent or any of its subsidiaries.
The Company's By-laws also state that upon receipt of an appropriate
undertaking, the Company may pay expenses in advance of disposition of any Claim
and may also purchase and maintain insurance on behalf of its directors and
officers.
The By-laws further provide that the Board of Directors of the Company may,
by resolution, indemnify any person other than a director or officer of the
Company for liabilities incurred in connection with services rendered for or at
the request of the Company, its parent or any of its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement:
4(a) Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3(A)(1) to the Registrant's 1996 Form 10-KSB).
4(b) Amendments to Certificate of Incorporation (incorporated by reference
to Exhibit 3(A)(2) to the Registrant's 1996 Form 10-KSB).
4(c) Amendments to Certificate of Incorporation (incorporated by reference
to Exhibit 3(A)(4) to the Registrant's 1998 Form 10-KSB).
4(d) Servotronics, Inc. Shareholder Rights Plan dated as of August 26, 2002
(incorporated by reference to Exhibit 4 to the Registrant's Current
Report on Form 8-K filed with the SEC on August 27, 2002).
5 Opinion of Jaeckle Fleischmann & Mugel, LLP (filed herewith).
23(a) Consent of PricewaterhouseCoopers LLP (filed herewith).
23(b) Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5).
24. Power of Attorney (included on signature page).
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 of 1933, as amended (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by reference 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.
(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) 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 Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 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.
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 Elma, New York, on April 10, 2003.
SERVOTRONICS, INC.
By: /s/Lee D. Burns
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Lee D. Burns, Treasurer, Secretary and
C.F.O.
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
each of Dr. Nicholas D. Trbovich and Lee D. Burns, his true and lawful
attorney-in-fact and agent, each with full power of substitution and revocation,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all 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 (including post-effective amendments),
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each such and every act and thing requisite and necessary to be
done, such person as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Powers of Attorney have been signed by
the following persons in the capacities and on the dates indicated.
NAME TITLE DATE
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/s/ Dr. Nicholas D. Trbovich President, C.E.O. and April 10, 2003
- ------------------------------ Chairman of the Board
Dr. Nicholas D. Trbovich
/s/ Lee D. Burns Treasurer, C.F.O. and C.A.O. April 10, 2003
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Lee D. Burns
/s/ Donald W. Hedges Director April 10, 2003
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Donald W. Hedges
/s/ William H. Duerig Director April 10, 2003
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William H. Duerig
/s/ Nicholas D. Trbovich, Jr. Director April 10, 2003
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Nicholas D. Trbovich, Jr.
EXHIBIT INDEX
Exhibit Number Description
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4(a) Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(A)(1) to the Registrant's 1996
Form 10-KSB).
4(b) Amendments to Certificate of Incorporation (incorporated by
reference to Exhibit 3(A)(2) to the Registrant's 1996 Form
10-KSB).
4(c) Amendments to Certificate of Incorporation (incorporated by
reference to Exhibit 3(A)(4) to the Registrant's 1998 Form
10-KSB).
4(d) Servotronics, Inc. Shareholder Rights Plan dated as of
August 26, 2002 (incorporated by reference to Exhibit 4 to
the Registrant's Current Report on Form 8-K filed with the
SEC on August 27, 2002).
5 Opinion of Jaeckle Fleischmann & Mugel, LLP (filed
herewith).
23(a) Consent of PricewaterhouseCoopers LLP (filed herewith).
23(b) Consent of Jaeckle Fleischmann & Mugel, LLP (included in
Exhibit 5).
24 Power of Attorney (included on signature page).