-----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, FMTXG4eXl57wPyjd7u4xav3RnmSh3OcQIsBvz9oA8TXoBEOlD+8Lf9+LtbxAE9gu ITV6bVz/9M97gv1l9mudUA== 0000822046-96-000001.txt : 19960612 0000822046-96-000001.hdr.sgml : 19960612 ACCESSION NUMBER: 0000822046-96-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960607 EFFECTIVENESS DATE: 19960626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFSCHULTZ INDUSTRIES INC CENTRAL INDEX KEY: 0000822046 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 870448118 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05487 FILM NUMBER: 96578313 BUSINESS ADDRESS: STREET 1: 641 WEST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123977788 MAIL ADDRESS: STREET 1: 641 W 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HART TECHNOLOGIES INC DATE OF NAME CHANGE: 19910206 FORMER COMPANY: FORMER CONFORMED NAME: ASHLAND COMPANY DATE OF NAME CHANGE: 19880620 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL R&D CO DATE OF NAME CHANGE: 19880306 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFSCHULTZ INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 87-0448118 ------------------------------------ (I.R.S. Employer Identification No.) 641 West 59th Street New York, New York 10019 -------------------------------------------------- (Address of Principal Executive Offices)(Zip Code) LIFSCHULTZ INDUSTRIES, INC. VARIOUS STOCK OPTION AGREEMENTS (NOT UNDER A PLAN) -------------------------------------------------- (Full title of plan) James W. Burch, Esq. Jones, Waldo, Holbrook & McDonough 170 South Main Street, Suite 1500 Salt Lake City, Utah 84101 (801) 521-3200 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) Page 1 Calculation of Registration Fee ======================================================================= Proposed Proposed Title of maximum maximum Amount of securities to Amount to be offering price aggregate registration be registered registered per unit offering price fee - ----------------------------------------------------------------------- Common Stock 3,026,036 shares $0.0625 $114,994.93(1) $100.00 par value $.001 per share ======================================================================= (1) Computed pursuant to Rule 456(h)(1) upon the basis of the exercise price of the options granted for the purchase of the Registrant's common stock under this Registration Statement as determined in accordance with paragraph (c) of Rule 457. 2,376,036 shares are being offered at an exercise price of $0.0313 per share and 650,000 shares are being offered at an exercise price of $0.0625 per share. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference ----------------------------------------------- Lifschultz Industries, Inc. (the "Registrant") hereby incorporates by reference and makes a part of this Registration Statement the following documents, which constitute the "prospectus" required by Section 10(a) of the Securities Act of 1933, as amended (the "Act"), and Rule 428(b)(1) promulgated under the Act, as provided in Rule 428(a)(1) under the Act: (a) The Registrant's annual report on Form 10-KSB for the year ended July 31, 1995; (b) The Registrant's Information Statement, dated December 9, 1995, in connection with the written consent of Shareholders in lieu of annual meeting dated December 8, 1995; and (c) The Registrant's quarterly reports on Form 10-QSB for the quarters ended October 31, 1995 and January 31, 1996. Page 2 Item 8. Exhibits -------- The following exhibits are filed as required by Item 601 of Regulation S-B: 5.1 Opinion of Jones, Waldo, Holbrook & McDonough 23.1 Consent of Grant Thornton LLP 23.2 Consent of Jones, Waldo, Holbrook & McDonough (included in its opinion filed as Exhibit 5.1 to this Registration Statement) 24 Power of Attorney (included on page 4 of this Registration Statement) Item 9. Undertakings ------------ (a) The Registrant hereby undertakes to: 1. File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in this Registration Statement. 2. For determining liability under the Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. 3. File a post-effective amendment to remove from registration of any of the securities that remain unsold at the end of the offering. [The remainder of this page is intentionally left blank.] Page 3 POWER OF ATTORNEY Each person whose signature appears below hereby designates and appoints Dennis R. Hunter and David K. Lifschultz and each of them, as his/her attorneys-in-fact (the "Attorneys-in-Fact") with full power to act alone, and to execute in the name and on behalf of each such person, individually in each capacity stated below, one or more amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as the Attorneys-in-Fact, or either of them, deem appropriate, and to file each such amendment to this Registration Statement, together with all exhibits thereto and any and all documents in connection therewith with the U.S. Securities and Exchange Commission, hereby granting unto said Attorneys-in-Fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said Attorneys-in-Fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof. Page 4 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 Salt Lake City, Salt Lake County, State of Utah, on June 7, 1996. LIFSCHULTZ INDUSTRIES, INC. By: /s/ Dennis R. Hunter ------------------------------------------ Title: President 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. Signature Title Date - --------- ----- ---- President, Director and Chief /s/ Dennis R. Hunter Financial Officer June 7, 1996 - ------------------------------ Dennis R. Hunter Chairman, Director and /s/ David K. Lifschultz Chief Executive Officer June 7, 1996 - ------------------------------ David K. Lifschultz - ------------------------------ Director June ---, 1996 Sidney B. Lifschultz Page 5 EXHIBIT INDEX Exhibit Number Description - -------- ----------- 5.1 Opinion of Jones, Waldo, Holbrook & McDonough (1) 23.1 Consent of Grant Thornton LLP (1) 23.2 Consent of Jones, Waldo, Holbrook & McDonough (included in its opinion filed as Exhibit 5.1 to this Registration Statement) 24 Power of Attorney (included on page 4 of this Registration Statement) - ------------------------------------------------------------------------ (1) Filed herewith as an exhibit to this Registration Statement. Page 6 EX-5 2 Exhibit 5.1 JONES, WALDO, HOLBROOK & McDONOUGH Post Office Box 45444 (84145-0044) 1500 First Interstate Plaza 170 South Main Street Salt Lake City, Utah 84101 June 7, 1996 Lifschultz Industries, Inc. 641 West 59th Street New York, New York 10019 Re: SEC Form S-8 Registration Statement ----------------------------------- Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") as it is proposed to be filed by Lifschultz Industries, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on or around June 7, 1996. The Registration Statement will register with the SEC up to 3,026,036 shares of the Company's common stock (the "Shares") for public trading under the Securities Act of 1993, as amended. In preparing this opinion, we have examined the Registration Statement, the Company's Certificate of Incorporation, and the Company's Bylaws. Subject to the above qualifications and assumptions, it is our opinion that, when the Shares are sold in accordance with the Registration Statement (assuming compliance with the terms of options pertaining to any of the Shares), the Shares will be legally issued, fully paid, and non-assessable. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, JONES, WALDO, HOLBROOK & McDONOUGH /s/ Jones, Waldo, Holbrook & McDonough -------------------------------------- EX-23 3 Exhibit 23.1 CONSENT We have issued our report dated September 21, 1995 accompanying the consolidated financial statements of Lifschultz Industries, Inc. and Subsidiaries appearing in the 1995 Annual Report of the Company (Form 10-KSB) for the year ended July 31, 1995 which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ Grant Thornton -------------------------------- Provo, Utah June 3, 1996 EX-23 4 Exhibit 23.2 This exhibit is included within, and is delivered as part of, Exhibit 5.1. -----END PRIVACY-ENHANCED MESSAGE-----