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As filed with the Securities and Exchange Commission on July 25, 1996
Registration No. 333-
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Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
UNIVERSAL ELECTRONICS INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0304817
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1864 Enterprise Parkway West
Twinsburg, Ohio 44087
(Address of principal executive offices, including zip code)
----------------------
UNIVERSAL ELECTRONICS INC. 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Copy to:
Richard A. Firehammer, Jr. Thomas F. McKee, Esq.
General Counsel and Secretary Calfee, Halter & Griswold
Universal Electronics Inc. 1400 McDonald Investment Center
1864 Enterprise Parkway West 800 Superior Avenue
Twinsburg, Ohio 44087 Cleveland, Ohio 44114
(216) 487-1110 (216) 622-8200
(Name, address and telephone number, including area code, of agent for
service)
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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 per share (1) price (1) fee
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Common Stock, 400,000 shares $9.8125 $3,925,000 $1,396
$.01 par value
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high
and low prices as quoted on the NASDAQ National Market System for July
18, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents of Universal Electronics Inc. (the
"Company"), previously filed with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
2. The Company's definitive Proxy Statement used in
connection with its Annual Meeting of Stockholders
held on May 24, 1996;
3. The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996; and
4. The Company's Form 8-A dated June 6, 1995 (Reg. No.
0-21044);
other than the portions of such documents, which by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, 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 in the Registration Statement and to be a part hereof from the date of
filing of such documents other than the portions of such documents, which by
statute, by designation in such document or otherwise, are not deemed to be
filed with the Commission or are not required to be incorporated herein by
reference.
Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any other
subsequently filed document that also is, or is deemed to be, incorporated by
reference in this Registration Statement 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
-----------------------------------------
Section 145 of the General Corporation Law of the State of
Delaware grants each corporation organized thereunder the power to indemnify any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of being or having
been in any such capacity, if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
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believe his conduct was unlawful. Section 102(b)(7) of the General Corporation
Law of the State of Delaware enables a corporation in its certificate of
incorporation or an amendment thereto validly approved by stockholders to limit
or eliminate the personal liability of its board of directors for violations of
the directors' fiduciary duty of care.
Article Seventh of the Restated Certificate of Incorporation
of Universal Electronics Inc., as amended, and Article Twelfth of its Amended
and Restated By-laws provide that the Company shall indemnify its officers and
Directors to the full extent permitted by applicable law and that such
indemnification shall not be deemed exclusive of any other rights to which any
person indemnified may be entitled by law or otherwise. In addition, Article
Twelfth of the Restated Certificate of Incorporation of the Company limits the
personal liability of its Board of Directors for a breach of the fiduciary duty
of care.
The Company has obtained liability insurance on behalf of its
Directors and officers which provides coverage for certain liabilities and
expenses incurred by each Director and officer in his capacity as such including
certain liabilities under the Securities Act of 1933.
The effect of the foregoing provisions of the General
Corporation Law of the State of Delaware, the Restated Certificate of
Incorporation, as amended, and the Company's Amended and Restated By-Laws would
be to permit such indemnification by the Company for liabilities arising under
the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
See the Exhibit Index at Page E-1 of this Registration Statement.
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;
(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 24(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained
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in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 (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).
B. The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described under
Item 6 above, 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 Securities Act of 1933 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 of 1933 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,
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 Twinsburg, State of Ohio, this 26th day of
July, 1996.
UNIVERSAL ELECTRONICS INC.
By: /s/ David M. Gabrielsen
_____________________________
David M. Gabrielsen
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 26, 1996.
Signature Title
--------- -----
/s/ Frank Doherty
- -----------------------------
Frank J. Doherty Chairman of the Board
/s/ David M. Gabrielsen
- ----------------------------- President, Chief Executive Officer and
David M. Gabrielsen Director (Principal Executive Officer)
/s/ Paul D. Arling
- ----------------------------- Chief Financial Officer and Senior Vice
Paul D. Arling President (Principal Financial Officer)
/s/ Paul V. Darbee
- ----------------------------- Chief Scientist, Technical Consultant
Paul V. Darbee and Director
/s/ Frank A. O'Donnell
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Frank A. O'Donnell Director
/s/ Brian J. Jackman
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Brian J. Jackman Director
/s/ William C. Mulligan
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William C. Mulligan Director
/s/ Thomas G. Murdough, Jr.
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Thomas G. Murdough, Jr. Director
/s/ Peter J. Gartman
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Peter J. Gartman Director
/s/ Bruce A. Henderson
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Bruce A. Henderson Director
/s/ Dennis P. Mansour
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Dennis P. Mansour Controller (Principal Accounting Officer)
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EXHIBIT 5.1
CALFEE, HALTER & GRISWOLD
Attorneys at Law
1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114-2688
216/622-8200 Fax 216/241-0816
July 25, 1996
Universal Electronics Inc.
1864 Enterprise Parkway West
Twinsburg, Ohio 44087
We are familiar with the proceedings taken by Universal
Electronics Inc., a Delaware corporation (the "Company"), with respect to
400,000 shares of Common Stock, $.01 par value (the "Shares"), of the Company to
be offered and sold from time to time pursuant to the Company's 1995 Stock
Incentive Plan (the "Plan"). As counsel for the Company, we have assisted in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Shares under the Securities Act of
1933, as amended.
In this connection, we have examined the Restated Certificate
of Incorporation of the Company, as amended, and the Amended and Restated
By-Laws of the Company, records of proceedings of the Board of Directors and
stockholders of the Company, and such other records and documents as we have
deemed necessary or advisable to render the opinion contained herein. Based upon
our examination and inquiries, we are of the opinion that the Shares, when
issued pursuant to the terms and conditions of the Plan, will be duly
authorized, legally issued, fully paid and nonassessable.
This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly or relied
upon by any other person for any purpose without the express written consent of
the undersigned.
This opinion is limited to the General Corporation Laws of the
State of Delaware and we express no view as to the effect of any other law on
the opinion set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Respectfully submitted,
/s/ Calfee, Halter & Griswold
CALFEE, HALTER & GRISWOLD
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EXHIBIT 23.1
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated January 24, 1996
appearing on page 21 of Universal Electronics Inc.'s Annual Report Form 10-K for
the year ended December 31, 1996.
/s/ Price Waterhouse
PRICE WATERHOUSE
Cleveland, Ohio
July 26, 1996
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EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
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EXHIBIT 24.1
UNIVERSAL ELECTRONICS INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Universal Electronics
Inc. hereby constitutes and appoints David M. Gabrielsen, Paul D. Arling, Thomas
F. McKee and Edward W. Moore, or any one or more of them, its attorneys-in-fact
and agents, each with full power of substitution and resubstitution for it in
any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and
confirming all that each of such attorneys-in-fact and agents or his substitute
or substitutes may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Twinsburg, Ohio on July 26, 1996.
UNIVERSAL ELECTRONICS INC.
By: /s/ David M. Gabrielsen
_________________________________________
David M. Gabrielsen
President and Chief Executive Officer
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EXHIBIT 24.1
(Continued)
UNIVERSAL ELECTRONICS INC.
Certified Resolution
I, RICHARD A. FIREHAMMER, JR., Secretary of Universal
Electronics Inc., a Delaware corporation (the "Corporation"), do hereby certify
that the following is a true copy of a resolution adopted by the Board of
Directors on July 11, 1996, and that the same has not been changed and remains
in full force and effect.
RESOLVED, that David M. Gabrielsen, Paul D. Arling, Thomas F.
McKee and Edward W. Moore, be, and each of them hereby is, appointed as the
attorney of Universal Electronics Inc., with the full power of the substitution
and resubstitution for and in the name, place and stead of the Corporation to
sign, attest and file a Registration Statement on Form S-8, or any other
appropriate form that may be used from time to time, with respect to the issue
and/or sale of the shares of Common Stock (the "Plan Shares"), and any and all
amendments, post-effective amendments and exhibits to such Registration
Statement and any and all applications or other documents to be filed with the
Securities and Exchange Commission or any automated quotation system of a
registered securities association pertaining to the quotation thereon of the
Plan Shares covered by such Registration Statement or pertaining to such
registration and any and all applications or other documents to be filed with
any governmental or private agency or official relative to the issuance of said
Plan Shares with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorneys or any such substitute or
substitutes and, without implied limitation, including in the above authority to
do the foregoing on behalf and in the name of any duly authorized officer of the
Corporation; and that the President of the Corporation be, and hereby is,
authorized and directed for and on behalf of the Corporation to execute a Power
of Attorney evidencing the foregoing appointment.
/s/ Richard A. Firehammer, Jr.
--------------------------------------
Richard A. Firehammer, Jr., Secretary
Dated: July 26, 1996.
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UNIVERSAL ELECTRONICS INC.
EXHIBIT INDEX
Exhibit Number Description Sequential Page
-------------- ----------- ---------------
4.1 Restated Certificate of Incorporation of the
Corporation, as amended (1)
4.2 Certificate of Amendment, dated June 2, 1995, to
the Certificate of Incorporation of the Corporation
(2)
4.3 Amended and Restated By-Laws of the Corporation
(1)
4.4 Specimen Common Stock Certificate, as revised
(1)
4.5 1995 Stock Incentive Plan (3)
5.1 Opinion of Calfee, Halter & Griswold regarding
the validity of the securities being
registered (see Page II-6 of this Registration
Statement)
23.1 Consent of Price Waterhouse (see Page II-7 of this
Registration Statement)
23.2 Consent of Calfee, Halter & Griswold (see Page
II-6 of this Registration Statement)
24.1 Power of Attorney and related Certified Resolution
(see Pages II-9 and II-10 of this Registration
Statement)
- ---------------
(1) Incorporated herein by reference to the Corporation's Form S-1
Registration Statement filed on or about December 24, 1992 (File No.
33-56358).
(2) Incorporated herein by reference to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1995 (File No. 0-21044).
(3) Incorporated herein by reference to the Corporation's April 21, 1995
Proxy Statement filed on May 1, 1995 (File No. 0-21044).
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