As filed with the Securities and Exchange Commission on August __, 2001
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PSC INC.
(Exact name of Registrant as specified in its charter)
New York 16-0969362
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
PSC Inc.
4800 S.W. Meadows Road, Suite 300
Lake Oswego, OR 97035
(503) 534-3550
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
PSC Inc. 1994 Stock Option Plan
PSC Inc. 2000 Employee Stock Purchase Plan
(Full title of Plans)
Paul M. Brown
Vice President and Chief Financial Officer
PSC Inc.
4800 S.W. Meadows Road, Suite 300
Lake Oswego, OR 97035
Telephone: (503) 534-3550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Martin S. Weingarten, Esq.
Boylan, Brown, Code, Vigdor & Wilson, LLP
2400 Chase Square
Rochester, NY 14604
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered (1) Share (2) Price (2) Registration Fee (2)
------------- --------------- --------- --------- --------------------
Common Shares,
$.01 par value, under:
1994 Stock Option Plan 1,000,000 $1.06 $1,060,000 $265
2000 Employee Stock
Purchase Plan 1,000,000 $1.06 $1,060,000 $265
--------- ---------- ----
Total: 2,000,000 $1.06 $2,120,000 $530
(1) The number of Common Shares to be registered may be adjusted in
accordance with the provisions of the 1994 Stock Option Plan and the 2000
Employee Stock Purchase Plan in the event that, during the period the Plans are
in effect, there is effected any increase or decrease in the number of issued
Common Shares resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
shares or the payment of a stock dividend or any other increase or decrease in
the number of such shares effected without receipt of consideration by the
Registrant. Accordingly, this Registration Statement covers, in addition to the
number of Common Shares stated above, an indeterminate number of shares which by
reason of any such events may be issued in accordance with the provisions of the
1994 Stock Option Plan and the 2000 Employee Stock Purchase Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering price
and the amount of registration fee have been computed on the basis of the
average of the high ($1.15) and low ($0.97) sales prices per share of the
Company's Common Shares as reported on The Nasdaq Stock Market on August 3,
2001.
EXPLANATORY NOTES
On June 20, 1995, PSC Inc. (the "Company" or "Registrant") filed a
Registration Statement on Form S-8 (Registration No. 33-60389) registering
1,750,000 common shares of the Company, par value $.01 per share (the "Common
Shares"), issuable upon exercise of stock options granted by the Company under
its 1994 Stock Option Plan (the "1994 SOP"). On August 5, 1999, the Company
filed a Registration Statement on Form S-8 (Registration No. 333-84539)
registering 1,000,000 additional Common Shares issuable upon exercise of stock
options granted by the Company under the 1994 SOP. The Company has prepared
this Registration Statement in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
1,000,000 additional Common Shares issuable upon exercise of stock options that
have been added to the 1994 SOP. Accordingly, upon the
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effectiveness of this Registration Statement, there will be an aggregate of
3,750,000 Common Shares registered under the 1994 SOP.
This Registration Statement on Form S-8 also registers 1,000,000 Common
Shares issuable to eligible employees of the Company under the PSC Inc. 2000
Employee Stock Purchase Plan.
PART I
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed with the Commission on April 16, 2001 (as amended on
Forms 10-K/A filed with the Commission on April 20, 2001, April 23, 2001 and
April 30, 2001).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 2001.
(c) The Company's Current Report on Form 8-K dated December 29, 2000 filed
with the Commission on January 17, 2001.
(d) The Company's definitive Proxy Statement for the Company's 2001 Annual
Meeting of Shareholders filed with the Commission on June 19, 2001.
(e) The description of the Company's Common Shares contained in the
Company's Registration Statement on Form 8-A filed with the Commission on August
31, 1981.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto, which indicates that
all securities offered hereunder have been sold or which
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deregisters all securities then 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.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. 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.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Sections 721-726 of the New York Business Corporation Law, as amended (the
"BCL"), give New York corporations the power to indemnify each of their present
and former officers or directors under certain circumstances, if such person
acted in good faith and in a manner which such person reasonably believed to be
in, or not opposed to, the best interests of the corporation.
The Restated Certificate of Incorporation of the Registrant, as amended,
contains a provision that eliminates the personal liability of each director to
the Registrant or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for any breach of the director's duty if a judgment
or other final adjudication adverse to such director establishes that such
director's acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of law or that such director personally gained
in fact a financial profit or other advantage to which such director was not
legally entitled or that such director's acts violated Section 719 of the BCL.
The Bylaws of the Registrant contain a provision permitted by the BCL that
provides that directors and officers will be indemnified by the Registrant to
the fullest extent permitted by law for all losses that may be incurred by them
in connection with any action, suit or proceeding in which they may become
involved by reason of their service as a director or officer of the Registrant.
The Registrant has entered into an indemnity agreement with each officer
and director to provide contractual assurance that the protection afforded by
the Registrant's Bylaws will be available regardless of changes in the
Registrant's charter documents or change in control of the Registrant.
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The Registrant maintains an officers' and directors' liability insurance
policy insuring the covered individuals against acts or omissions taken by such
persons in their capacities as officers or directors.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit
Number Description
4.1 PSC Inc. 1994 Stock Option Plan (incorporated by
reference to Appendix B of Registrant's 2001 Proxy
Statement filed with the Commission on June 19,
2001).
4.2 PSC Inc. 2000 Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.20 of the Registrant's
December 31, 2000 Form 10-K).
5.1 Opinion and consent of Boylan, Brown, Code, Vigdor &
Wilson, LLP, counsel for the Registrant, as to the
legality of the Common Shares being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Boylan, Brown, Code, Vigdor & Wilson, LLP is
contained in their opinion filed as Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney (contained on signature page hereto).
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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(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.
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 and 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;
(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 (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a 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.
(b) 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.
(c) 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.
(2) 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
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.
(3) 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 Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
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
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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.
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SIGNATURES
Pursuant to the requirement 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 City of Portland, State of Oregon on the 7th day of August,
2001.
PSC Inc.
By: /s/ Edward J. Borey
--------------------
Edward J. Borey
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints each of
Edward J. Borey and Paul M. Brown, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, 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, 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 and about the
premises, 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 substitute or substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Edward J. Borey Director, President and August 7, 2001
--------------------------------
Edward J. Borey Chief Executive Officer
(Principal Executive Officer)
/s/ Paul M. Brown Vice President, Chief August 7, 2001
--------------------------------
Paul M. Brown Financial Officer and
Treasurer
(Principal Financial Officer)
/s/ Jay M. Eastman Director August 7, 2001
--------------------------------
Jay M. Eastman
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/s/ Robert S. Ehlrich Director August 7, 2001
--------------------------------
Robert S. Ehrlich
/s/ Thomas J. Morgan Director August 7, 2001
--------------------------------
Thomas J. Morgan
/s/ James O. O'Shea Director August 7, 2001
--------------------------------
James C. O'Shea
/s/ Terry R. Peets Director August 7, 2001
--------------------------------
Terry R. Peets
/s/ Jack E. Rosenfeld Director August 7, 2001
--------------------------------
Jack E. Rosenfeld
/s/ Serge Thill Director August 7, 2001
--------------------------------
Serge Thill
/s/ Bert W. Wasserman Director August 7, 2001
--------------------------------
Bert W. Wasserman
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Index to Exhibits
Exhibit
Number Description
4.1 PSC Inc. 1994 Stock Option Plan (incorporated by reference to
Appendix B of Registrant's 2001 Proxy Statement filed with the
Commission on June 19, 2001).
4.2 PSC Inc. 2000 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.20 of the Registrant's December 31, 2000
Form 10-K).
5.1* Opinion and consent of Boylan, Brown, Code, Vigdor & Wilson, LLP,
counsel for the Registrant, as to the legality of the Common
Shares being registered.
23.1* Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2* Consent of Boylan, Brown, Code, Vigdor & Wilson, LLP is contained
in their opinion filed as Exhibit 5.1 to this Registration
Statement.
24.1* Power of Attorney (contained on signature page hereto).
__________________
* Filed herewith
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