-----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, GsQkImtkDtcdrynqXv4+4P7B4jT9Ziy8djTW4fwh5QNbez2qFfOncVX236xcCoaC 5FEOxoFI/tLe6x5o0j4MOg== 0000926236-99-000124.txt : 19991115 0000926236-99-000124.hdr.sgml : 19991115 ACCESSION NUMBER: 0000926236-99-000124 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991112 EFFECTIVENESS DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEERLESS MANUFACTURING CO CENTRAL INDEX KEY: 0000076954 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 750724417 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-17229 FILM NUMBER: 99750429 BUSINESS ADDRESS: STREET 1: 2819 WALNUT HILL LN CITY: DALLAS STATE: TX ZIP: 75229 BUSINESS PHONE: 2143576181 MAIL ADDRESS: STREET 1: P.O. BOX 540667 CITY: DALLAS STATE: TX ZIP: 75354 S-8 POS 1 As filed with the Securities and Exchange Commission on November 12, 1999 Registration No. 333-17229 - ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEERLESS MFG. CO. (Exact Name of Registrant as Specified in Its Charter) Texas 75-0724417 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2819 Walnut Hill Lane Dallas, Texas 75229 (214) 357-6181 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) _______________________ PEERLESS MFG. CO. 1995 STOCK OPTION AND RESTRICTED STOCK PLAN (Full Title of Plan) _______________________ Sherrill Stone Copy to: President and Chief Executive Officer R. Clayton Mulford, Esq. Peerless Mfg. Co. Hughes & Luce, L.L.P. 2819 Walnut Hill Lane 1717 Main Street, Suite 2800 Dallas, Texas 75229 Dallas, Texas 75201 (214) 357-6181 (Name, Address, and Telephone Number, including Area Code, of Agent for Service) _______________________ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------- Proposed Proposed Title of each Amount Maximum Maximum Amount of class to be Offering Aggregate Registration of Securities Registered Price Offering Fee(2) to be Registered (1,2) per Share(3) Price(3) - ------------------------------------------------------------------------- Common Stock, $1.00 par value 120,000 $11.50 $230,000 $63.94 - ------------------------------------------------------------------------- (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate additional amount of shares of Common Stock to be offered or sold pursuant to the antidilution provisions of the Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan, as amended. (2) Includes 100,000 shares of Common Stock originally registered pursuant to our Registration Statement on Form S-8 (File No. 333- 17229) as filed with the Securities and Exchange Commission on December 3, 1996. This Amendment No. 1 registers an additional 20,000 shares of Common Stock issuable pursuant to Amendment No. 1 to the Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan, and the registration fee is based on the additional securities only. A fee of $386.36 was paid in connection with the initial filing of the registration statement. (3) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low price paid per share of Common Stock, as reported on the Nasdaq National Market on November 8, 1999, in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Peerless Mfg. Co. (the "Registrant") are incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1999, as amended by our 10-K/A filed October 20, 1999, which contains the Registrant's audited financial statements for the Registrant's last completed fiscal year (the "1999 Form 10-K"). (b) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the 1998 Form 10-K. (c) The description of the Registrant's common stock, par value $1.00 per share (the "Common Stock"), contained in the Registrant's Registration Statement on Form 8-A, dated October 29, 1970, (File Number 05214), including any amendment or report filed for the purpose of updating such description. (d) The contents of the Registration Statement on Form S-8 filed by the Registrant on December 3, 1996, Registration No. 333-17229. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares 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 (such documents, and the documents enumerated above, "Incorporated Documents"). Any statement contained in an Incorporated Document 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 Incorporated Document 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 8. Exhibits. --------- 4.1 The Company's Articles of Incorporation, as amended to date (filed as Exhibit 1 to the Company's Registration Statement on Form S-1, Registration No. 2-35767) and amended by the Company's December 12, 1990 Form 8 amending Exhibit 3(a) to the Company's Annual Report on Form 10-K dated June 30, 1990, and incorporated herein by reference. 4.2 The Company's Bylaws, as amended to date (filed as Exhibit 3(b) to the Company's Annual Report on Form 10-K, dated June 30, 1993, and incorporated herein by reference). 5.1* Opinion of Hughes & Luce, L.L.P. 23.1* Consent of Grant Thornton, LLP 23.2* Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1) 24.1* Power of Attorney (contained in signature page) *Filed herewith. 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 Dallas, State of Texas, on November 12, 1999. PEERLESS MFG. CO. By: /s/ SHERRILL STONE Sherrill Stone President and Chief Executive Officer 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: Signature Title Date --------- ----- ---- /s/ SHERRILL STONE Chairman of the Board, President November 12, 1999 Sherrill Stone and Chief Executive Officer (Principal Executive Officer) * Director November 12, 1999 D. D. Battershell * Director November 12, 1999 Bernard S. Lee * Director November 12, 1999 J. V. Mariner * Director November 12, 1999 Donald A. Sillers, Jr. * Chief Financial Officer and November 12, 1999 Paul W. Willey Secretary-Treasurer (Principal Financial Officer and Principal Accounting Officer) *By Sherrill Stone, Attorney-in-Fact. EX-5.1 2 EXHIBIT 5.1 OPINION OF HUGHES & LUCE, L.L.P. November 12, 1999 Peerless Mfg. Co. 2819 Walnut Hill Lane Dallas, Texas 75229 Ladies and Gentlemen: Re: Amendment No. 1 to Registration Statement on Form S-8 for the PEERLESS MFG. CO. 1995 STOCK OPTION AND RESTRICTED STOCK PLAN Ladies and Gentlemen: We render this opinion as counsel to Peerless Mfg. Co., a Texas corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of an additional 20,000 shares (the "Additional Shares") of the Company's common stock, $1.00 par value per share, issuable under the PEERLESS MFG. CO. 1995 STOCK OPTION AND RESTRICTED STOCK PLAN, as amended (the "Plan"). The Shares are being registered pursuant to Amendment No. 1 to a registration statement on Form S-8 to be filed with the Securities and Exchange Commission on or about November 12, 1999 (the "Amendment"). In connection with this opinion, we have examined such documents and records of the Company and such statutes, regulations and other instruments and certificates as we have deemed necessary or advisable for the purposes of this opinion. We have assumed that all signatures on all documents presented to us are genuine, that all documents submitted to us as originals are accurate and complete and that all documents submitted to us as copies are true and correct copies of the originals thereof. We have also relied upon such certificates of public officials, corporate agents and officers of the Company and such other certifications with respect to the accuracy of material factual matters contained therein which were not independently established. Based on the foregoing, we are of the opinion that the Additional Shares will be, if and when issued and paid for pursuant to the Plan, validly issued, fully paid and nonassessable, assuming the Company maintains an adequate number of authorized but unissued shares of common stock available for such issuance, and further assuming that the consideration received by the Company for the Additional Shares exceeds the par value thereof. Peerless Mfg. Co. November 12, 1999 Page Two We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in this category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, HUGHES & LUCE, L.L.P. EX-23.1 3 EXHIBIT 23.1 Consent of Independent Certified Public Accountants We have issued our report dated September 10, 1999, accompanying the consolidated financial statements of Peerless Mfg. Co. and subsidiaries included in the Annual Report on Form 10-K for the year ended June 30, 1999, as amended on Form 10-K/A filed October 20, 1999, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. GRANT THORNTON LLP Dallas, Texas November 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----