-----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, MkDL8My9213txCyqJss7JTh6ugXUdcb+I9imTCk0IK1SRZatcC9U0JIJ2Eo+l0Y9 fal6mKfBDF4SkbBEAuyGaQ== 0000899140-96-000168.txt : 19960315 0000899140-96-000168.hdr.sgml : 19960315 ACCESSION NUMBER: 0000899140-96-000168 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960314 EFFECTIVENESS DATE: 19960402 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC DISTRIBUTION INC CENTRAL INDEX KEY: 0000073822 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 221849240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01715 FILM NUMBER: 96534864 BUSINESS ADDRESS: STREET 1: 12600 WEST COLFAX AVE STE A200 STREET 2: C/O PRENTICE HALL CORP SYSTEM INC CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: 2036298750 MAIL ADDRESS: STREET 2: 12600 WEST COLFAX AVE SUITE 200 CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC INFORMATION INC DATE OF NAME CHANGE: 19901113 FORMER COMPANY: FORMER CONFORMED NAME: INFORMEDIA CORP DATE OF NAME CHANGE: 19890221 FORMER COMPANY: FORMER CONFORMED NAME: OCTO LTD DATE OF NAME CHANGE: 19870921 S-8 1 REGISTRATION STATEMENT Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STRATEGIC DISTRIBUTION, INC. (Exact name of issuer as specified in its charter) DELAWARE 22-1849240 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 12136 West Bayaud, Suite 320 Lakewood, Colorado 80228 (Address of principal (zip code) executive offices) Strategic Distribution, Inc. 1990 Incentive Stock Option Plan (Full title of the plan) William L. Mahone, Esq. Assistant Secretary Strategic Distribution, Inc. 165 Mason Street Greenwich, Connecticut 06830 (203) 629-8750 (Name and address, including zip code, of agent for service) (Telephone number, including area code, of agent for service) COPY TO: Neil Novikoff, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, NY 10022 (212) 821-8000 The Exhibit Index is located on page 6 CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- --------------------------- ------------------ Proposed maximum Proposed maximum Title of securities to Amount to be offering price per aggregate offering Amount of be registered registered share(1) price(1) registration fee - ------------------------ ---------------------- ---------------------- --------------------------- ------------------ Common Stock, par value $0.10 per share 772,500(2) $6.50 $5,021,250 $1,731.47 - ---------------------- (1) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Represents the additional 750,000 shares of Common Stock authorized for issuance by the issuer's Board of Directors, adjusted to reflect the issuer's subsequent 3% stock dividend.
1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by Strategic Distribution, Inc., a Delaware corporation (the "Company"), are incorporated herein by reference: (a) The Company's Registration Statement on Form S-8 filed on January 22, 1993 (File NO. 33-57578). (b) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (c) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995. (d) The Company's Current Reports on Form 8-K and 8-K/A filed on May 26, 1995 and July 11, 1995, respectively. (e) The description of the Common Stock of the Company, par value $0.10 per share, which is included in the Company's Application for Registration on Form 8-A, dated July 21, 1989, as amended in the Company's Amendment to Application or Report on Form 8, filed pursuant to Securities Exchange Act of 1934, as amended (the "Exchange Act") on December 13, 1990. All reports filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 in this Registration Statement by reference and to be a part hereof from the date of the filing of such documents. 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 herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement 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. 2 Item 8. EXHIBITS 5 Opinion of Willkie Farr & Gallagher. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5). 24 Powers of Attorney (contained in the signature pages of this Registration Statement). 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the amended, 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 Greenwich, State of Connecticut, on the 28th day of February, 1996. STRATEGIC DISTRIBUTION, INC. By:/s/ Andrew M. Bursky Andrew M. Bursky Chairman of the Board of Directors 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William L. Mahone, in his own capacity, his or her true and lawful attorney-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any 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, hereby ratifying and confirming all that said attorneys-in-fact, 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Capacity Date --------- -------- ---- /s/William R. Berkley Director February 28, 1996 William R. Berkley /s/Andrew M. Bursky Chairman of the February 28, 1996 Andrew M. Bursky Board of Directors /s/Arnold W. Donald Director February 28, 1996 Arnold W. Donald /s/Catherine B. James Executive Vice February 28, 1996 Catherine B. James President, Secretary, Treasurer and Director /s/George E. Krauter Director February 28, 1996 George E. Krauter
5
Signature Capacity Date - --------- -------- ---- /s/Joshua A. Polan Director February 28, 1996 Joshua A. Polan /s/Mitchell I. Quain Director February 28, 1996 Mitchell I. Quain /s/Theodore R. Rieple President and February 28, 1996 Theodore R. Rieple Director
INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ----------- ---------------------- 5 Opinion of Willkie Farr & Gallagher 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5) 24.1 Powers of Attorney (contained in the signature pages to this Registration Statement) EX-5 2 OPINION AND CONSENT OF COUNSEL Exhibit 5 Opinion of Willkie Farr & Gallagher Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 (212) 821-8000 February 28, 1996 Strategic Distribution, Inc. 165 Mason Street Greenwich, Connecticut 06830 Ladies and Gentlemen: We have acted as counsel to Strategic Distribution, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with respect to the Company's Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, by the Company of 772,500 shares of Common Stock, par value $0.10 per share (the "Common Stock"), issuable upon exercise of stock options granted or to be granted under the Strategic Distribution, Inc. 1990 Incentive Stock Option Plan (the "Plan"). As counsel for the Company, we have examined, among other things, such federal and state laws and originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, certificates and records as we deemed necessary and appropriate for the purpose of preparing this opinion. Based on the foregoing, we hereby inform you that in our opinion the shares of Common Stock have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plan for consideration in excess of $0.10 per share, will be validly issued, fully paid, and nonassessable. We hereby consent to the inclusion of this opinion as part of the Registration Statement. Strategic Distribution, Inc. February 28, 1996 Page Two We are members of the Bar of the State of New York and do not purport to be experts in the laws of jurisdictions other than the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. Very truly yours, /s/Willkie Farr & Gallagher EX-23 3 CONSENT OF ACCOUNTANTS Exhibit 23.1 Consent of KPMG Peat Marwick LLP INDEPENDENT AUDITORS' CONSENT The Board of Directors Strategic Distribution, Inc.: We consent to incorporation by reference herein of our report dated March 10, 1995 relating to the consolidated balance sheets of Strategic Distribution, Inc. and subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of income, stockholders' equity, and cash flows and related schedule for each of the years in the three-year period ended December 31, 1994, which report appears in the December 31, 1994 Annual Report on Form 10-K of Strategic Distribution, Inc. /s/KPMG Peat Marwick LLP KPMG Peat Marwick LLP Stamford, Connecticut March 5, 1996 -----END PRIVACY-ENHANCED MESSAGE-----