-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELIrtn1sNaVqkah2blm6qf54A41fRfuJxEGF7SJW2w7m0Nf7s2AZxTdpa63aCTdg v6wfiM1YeBA3bFP/8Puh6Q== 0000915656-03-000019.txt : 20030411 0000915656-03-000019.hdr.sgml : 20030411 20030411165259 ACCESSION NUMBER: 0000915656-03-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030411 EFFECTIVENESS DATE: 20030411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUDYNE CORP CENTRAL INDEX KEY: 0000022912 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 231408659 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-104487 FILM NUMBER: 03647458 BUSINESS ADDRESS: STREET 1: 7249 NATIONAL DRIVE CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 4107120275 MAIL ADDRESS: STREET 1: 7249 NAITONAL DRIVE CITY: HANOVER STATE: MD ZIP: 21076 FORMER COMPANY: FORMER CONFORMED NAME: CDC CONTROL SERVICES INC DATE OF NAME CHANGE: 19680510 S-8 1 s8forstockpurchaseplan.txt FORM S-8 REGISTRATION STATEMENT No. __________ UNDER THE SECURITIES ACT OF 1933 COMPUDYNE CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 23-1408659 (I.R.S. Employer Identification No.) 7249 National Drive Hanover, Maryland (Address of Principal Executive Offices) 21076 (Zip Code) Compudyne Corporation Employee Stock Purchase Plan (Full Title of the Plan) Martin Roenigk, President CompuDyne Corporation 7249 National Drive Hanover, Maryland 21076 (Name and address of agent for service) (410) 712-0275 (telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Proposed Maximum Securities Amount to Offering Price Registered Be Registered Per Share * _______________ ______________ _______________ Common Stock, 300,000 shares $ 7.25 par value $.75 per share
Proposed Maximum Amount of Aggregate Offering Price * Registration Fee _____________________ ___________________ $ 2,175,000 $ 176.18 * Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933 based on the average of high and low prices at which the Common Stock of CompuDyne Corporation was sold on April 4, 2003. This registration statement shall become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 and Rule 462 promulgated thereunder. EXPLANATORY NOTE This Registration Statement on Form S-8, relates to Compudyne Corporation Employee Stock Purchase Plan (the "Plan"). This Registration Statement is made to increase the number of shares registered under the Plan by 300,000 shares. The contents of the Registration Statement on Form S-8, File No. 333-87445 are incorporated herein by reference as if fully set forth herein. This Registration Statement supersedes and replaces that certain Post Effective Amendment to Registration Statement filed by CompuDyne Corporation on April 10, 2003. PART I INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The information required by Items 1 and 2 is 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. The following documents have been filed by Registrant with the Commission and are hereby incorporated by reference in this Registration Statement: (1) the latest annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (2) all other reports filed pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (1) above; and (3) the description of the Company's Common Stock, par value $0.75 per share, contained in a registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the Registration Statement and to be a part thereof from the date of filing of such documents. Any statement contained herein or 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 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. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS BY THE REGISTRANT. Pursuant to the Company's bylaws, and consistent with the Nevada statutes, any Director or officer (or former Director or officer) of the Company who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the corporation), or who otherwise becomes involved in any legal proceedings (even though not formally a party), by reason, at least in part, of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent (hereinafter "Representative") of another corporation, partnership, joint venture, trust or other enterprise (hereinafter "Enterprise") is entitled to indemnity from the Company for all expenses (including attorney's fees), judgments, fines, penalties, costs, amounts paid in settlement and other payments, actually and reasonably incurred in connection with such threatened, pending or completed action, suit or proceeding. The indemnity, however, applies only if the director or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. If a Director or officer, or a former Director or officer, is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding not only in his capacity as a shareholder or in any other capacity, and there is not a convenient way to separate out expenses incurred in such separate capacities, all of such expenses will be indemnified against by the Company. Additionally, the Board of Directors of the Company may, in its discretion, provide such indemnification for other persons who incur the above-described costs by reason of the fact that they are or were employees or agents of the Company as a Representative of another Enterprise. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, nor, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. In the case of an action by or in the right of the corporation, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. These provisions are subject, generally, to the detailed provisions of Title 7 of the Nevada General Corporation Law, Section 78.751. In particular, a director, officer, employee or agent of the Company is entitled to indemnification to the extent he is successful on the merits or otherwise in defense of the above-mentioned actions or proceedings. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4(A) Articles of Incorporation of CompuDyne Corporation filed with the Secretary of State of the State of Nevada on May 8, 1996 herein incorporated by reference to Registrant's Proxy Statement dated April 18, 1997 for its 1997 Annual Meeting of Shareholders. 4(B) Amendment to the Articles of Incorporation of CompuDyne Corporation increasing the number of authorized common shares filed with the Secretary of the State of Nevada on February 16, 2001, herein incorporated by reference to exhibit 3(B) to Registrants 10-K filed March 27, 2001. 4(C) By-Laws, as amended through January 28, 1997 and as presently in effect, herein incorporated by reference to Exhibit 3(C) to Registrant's 10-K filed March 31, 1997. 23 Consent of Independent Auditors dated April 10, 2003. 24 Power of Attorney. * Filed herewith. SIGNATURES The Registrant. 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 Hanover, State of Maryland, on this 10th day of April, 2003. COMPUDYNE CORPORATION (Registrant) By: _______________________________ Martin Roenigk President and Chief Executive Officer Duly authorized 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 date indicated. NAME TITLE DATE ______________________ President, Chief 4/10/03 Martin A. Roenigk Executive Officer Director _/s/___________________ Geoffrey F. Feidelberg Chief Financial Officer 4/10/03 Treasurer _/s/___________________ Executive Vice President 4/10/03 Philip M. Blackmon Director _/s/___________________ Millard H. Pryor, Jr. Director 4/10/03 _/s/___________________ David W. Clark, Jr. Director 4/10/03 _/s/___________________ Alan Markowitz Director 4/10/03 _/s/___________________ Bruce Kelling Director 4/10/03 _/s/___________________ Wade B. Houk Director 4/10/03 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the Employee Stock Purchase Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hanover, State of Maryland, on April 4, 2002. COMPUDYNE CORPORATION (as Plan Administrator) By: _______________________________ William C. Rock VP Accounting and Controller EXHIBIT INDEX 4(A) Articles of Incorporation of CompuDyne Corporation filed with the Secretary of State of the State of Nevada on May 8, 1996 herein incorporated by reference to Registrant's Proxy Statement dated April 18, 1997 for its 1997 Annual Meeting of Shareholders. 4(B) Amendment to the Articles of Incorporation of CompuDyne Corporation increasing the number of authorized common shares filed with the Secretary of the State of Nevada on February 16, 2001, herein incorporated by reference to exhibit 3(B) to Registrants 10-K filed March 27, 2001. 4(C) By-Laws, as amended through January 28, 1997 and as presently in effect, herein incorporated by reference to Exhibit 3(C) to Registrant's 10-K filed March 31, 1997. *23 Consent of Independent Auditors dated April 10, 2003. *24 Power of Attorney. * Filed herewith. EXHIBIT 23 Independent auditors' consent EXHIBIT 24 POWER OF ATTORNEY EX-23 3 consent1.txt INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-87445 of CompuDyne Corporation on Form S-8 of our report dated March 25, 2003, appearing in the Annual Report on Form 10-K of CompuDyne Corporation for the year ended December 31, 2002. DELOITTE & TOUCHE LLP Baltimore, Maryland April 11, 2003 EX-24 4 ex24poa1.txt Exhibit 24 POWER OF ATTORNEY Each director and/or officer of CompuDyne Corporation whose signature appears below hereby appoints William C. Rock as his or her attorney-in-fact with like authority to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all registration statements and amendments to such registration statements and other documents filed with respect to the company's Employee Stock Purchase Plan and to take such other action as such attorney-in-fact may deem necessary or appropriate in connection with such registration statement, including filings with state securities commissions. In Witness Whereof, the undersigned has duly executed this power of attorney on the 13th day of February, 2003. NAME TITLE DATE _/s/__________________ Bruce Kelling Director 2/13/03 _/s/__________________ Wade B. Houk Director 2/13/03 EX-24 5 ex24poa2.txt EXHIBIT 24 POWER OF ATTORNEY Each director and/or officer of CompuDyne Corporation whose signature appears below hereby appoints William C. Rock as his or her attorney-in-fact with like authority to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all registration statements and amendments to such registration statements and other documents filed with respect to the company's Employee Stock Purchase Plan and to take such other action as such attorney-in-fact may deem necessary or appropriate in connection with such registration statement, including filings with state securities commissions. In Witness Whereof, the undersigned has duly executed this power of attorney on the 14th day of September, 1999. NAME TITLE DATE /s/ Martin A. Roenigk Martin A. Roenigk Director, Chairman, September 14, 1999 President and Chief Executive Officer /s/ David W. Clark, Jr. David W. Clark, Jr. Director September 15, 1999 /s/ H. Pryor, Jr. H. Pryor, Jr. Director September 15, 1999 /s/ Alan Markowitz Alan Markowitz Director September 14, 1999 /s/ Miles P. Jennings Miles P. Jennings. Director September 14, 1999 /s/ Philip M. Blackmon Philip M. Blackmon. Director and September 16, 1999 Executive Vice President /s/ David M. Jones David M. Jones. Director September 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----