As filed with the Securities and Exchange Commission on April 27, 2001
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SELAS CORPORATION OF AMERICA
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(Exact Name of Registrant as specified in its charter)
Pennsylvania 23-1069060
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2034 Limekiln Pike
Dresher, Pennsylvania 19025
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(Address of principal executive offices)
2001 STOCK OPTION PLAN
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(Full title of the plan)
Francis A. Toczylowski
Selas Corporation of America
2034 Limekiln Pike
Dresher, Pennsylvania 19025
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215) 646-6000
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Please send copies of all communications to:
Michael B. Jordan, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration fee (1)
offering price per aggregate offering
share (1) price (1)
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Common Shares,
$1.00 par value 1,000,000 $ 3.40 $ 3,400,000 $ 850
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(1) Calculated pursuant to Rule 457(h). Computed based upon $3.40 per
share, the average of the high and low sales prices of a Common Share
of the Registrant on the American Stock Exchange Composite Transactions
Tape on April 20, 2001.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We incorporate by reference into this registration statement the
documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:
o Our Annual Report on Form 10-K as of December 31, 2000, and 1999 and
for each of the years in the three year period ended December 31, 2000,
filed on March 30, 2001;
o Our Proxy Statement for our 2001 Annual Meeting of Stockholders, filed
on March 23, 2001;
o The description of our common shares which is contained in Item 5 of
our quarterly report on Form 10-Q for the quarter ended September 30,
1996 (which item was included for the purpose of updating the
description of the registrant's capital stock contained in its
registration statement on Form 10, as amended).
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 2.09 of the registrant's by-laws requires the registrant to
indemnify any person who was or is a party (other than a party plaintiff suing
in his own behalf or in the right of the registrant) or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
including actions by or in the right of the registrant, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the registrant, or is or was serving while a
director or officer of the registrant at the request of the registrant as a
director, officer, employee, agent, fiduciary or other representative of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines,
excise taxes and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding unless the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
The by-laws also state that the indemnification provided for therein is
not exclusive of any other rights persons seeking indemnification might have,
including under any insurance arrangements. The directors and officers of the
registrant are covered by insurance policies indemnifying them against certain
liabilities which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the
Registrant
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
Exhibit 24 Power of Attorney (included on signature page)
Item 9. Undertakings
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 (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
a prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in value and price represent no more than a 20% 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 (i) and (ii) of this
section do 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 Section 15(d) of the Securities Exchange Act of 1934 (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, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of the 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.
(4) For purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.
(5) 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 Dresher, Pennsylvania, on April 27, 2001.
SELAS CORPORATION OF AMERICA
By: /s/ Francis A. Toczylowski
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Francis A. Toczylowski
Vice President and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark S. Gorder, Robert W. Ross and
Francis A. Toczylowski, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this registration statement on
Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or any
substitute, may 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 by the following persons in the
capacities and on the dates indicated:
Name Capacity Date
---- -------- ----
/s/ Mark S. Gorder President, Chief Executive Officer, Director (Principal April 25, 2001
------------------- Executive Officer)
Mark S. Gorder
/s/ Francis A. Toczylowski Vice President and Treasurer (Principal Financial and April 25, 2001
--------------------------- Accounting Officer)
Francis A. Toczylowski
/s/ John H. Austin Director April 25, 2001
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John H. Austin
/s/ Frederick L. Bissinger Director April 25, 2001
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Frederick L. Bissinger
/s/ Nicholas A. Giordano Director April 25, 2001
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Nicholas A. Giordano
/s/ Michael J. McKenna Director April 25, 2001
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Michael J. McKenna
EXHIBIT INDEX
Exhibit No. Title
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Exhibit 5 Opinion of Drinker Biddle & Reath LLP
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
Exhibit 24 Powers of Attorney-Included on signature page.