As filed with the Securities and Exchange Commission on March 17, 2003
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IEC ELECTRONICS CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-3458955
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
105 Norton Street, Newark, New York 14513
(315) 331-7742
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
IEC ELECTRONICS CORP.
2001 Stock Option and Incentive Plan
(Full title of plan)
W. Barry Gilbert
Chairman of the Board and Acting Chief Executive Officer
IEC Electronics Corp.
105 Norton Street
Newark, NY 14513
Telephone: (315) 331-7742
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Martin S. Weingarten, Esq.
Boylan, Brown, Code, Vigdor & Wilson, LLP
2400 Chase Square
Rochester, NY 14604
Telephone: (585) 232-5300
Page 1 of 7
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee
Common Stock, 1,500,000 shares $0.20 $300,000 $24.27
$.01 par value
(1) The number of shares of Common Stock to be registered may be adjusted
in accordance with the provisions of the IEC Electronics Corp. 2001 Stock Option
and Incentive Plan (the "Plan") in the event that, during the period the Plan is
in effect, there is effected any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend or any other increase or decrease in the
number of shares or the payment of a stock dividend or any other increase or
decrease in the number of such shares effected without receipt of consideration
by the Registrant. Accordingly, this Registration Statement covers, in addition
to the number of shares of Common Stock stated above, an indeterminate number of
shares which by reason of any such events may be issued in accordance with the
provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457 (c) under the Securities Act of 1933 and based
upon the last sale price per share of the Registrant's shares of Common Stock as
reported by the OTC Bulletin Board on March 12, 2003.
PART I
Item 1. Plan Information
------------------------
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
------- -----------------------------------------------------------
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
------- ---------------------------------------
The Registrant hereby incorporates by reference in this Registration
Statement the following document previously filed with the Securities and
Exchange Commission (the "Commission") (File No. 0-6508):
(a) The Registrant's Annual Reports on Form 10-K and Form 10-K/A for the
fiscal year ended September 30, 2002 filed with the Commission on January 14,
2003 and January 23, 2003, respectively..
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 27, 2002.
(c) The Registrant's Current Reports on Form 8-K filed with the Commission
on October 25, 2002 and November 1, 2002.
(d) The Registrant's definitive Proxy Statement for the Company's 2003
Annual Meeting of Shareholders filed with the Commission on February 5, 2003.
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
December 30, 1992 and effective on February 11, 1993.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1943, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto, which
indicates that all securities offered hereunder have been sold or which
deregisters all securities 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.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. 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.
Page 2 of 7
Item 5. Interests of Named Experts and Counsel.
------- ---------------------------------------
Legal matters in connection with the shares of Registrant's Common Stock
issuable under the Plan will be passed upon by Messrs. Boylan, Brown, Code,
Vigdor & Wilson, LLP, 2400 Chase Square, Rochester, NY 14604. Justin L. Vigdor,
senior counsel to this firm, is a director and Assistant Secretary of the
Registrant, and Martin S. Weingarten, counsel to this firm, is Secretary of the
Registrant. As of the date of this Registration Statement, Mr. Vigdor owns
192,325 shares of Registrant's Common Stock and has stock options to purchase
19,000 shares of Registrant's Common Stock; Mr. Weingarten owns 100 shares of
Registrant's Common Stock and has stock options to purchase 4,500 shares of
Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
------- ------------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL"), as
amended, gives Delaware corporations the power (but not the obligation) to
indemnify each of their present and former officers or directors under certain
circumstances, if such person acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation.
Article Seventh of Registrant's Amended and Restated Certificate of
Incorporation eliminates the personal liability of each director to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except (i) for breaches of such director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which such director
derived an improper personal benefit.
Article Eighth of Registrant's Amended and Restated Certificate of
Incorporation also contains a provision to the general effect that each director
and officer shall be indemnified by the Registrant against liabilities and
expenses in connection with any threatened, pending or contemplated legal
proceeding to which he or she may be made a party or with which he or she may
become involved by reason of being or having been an officer or director of the
Registrant or of any other organization at the request of the Registrant. Such
indemnification is authorized to the fullest extent permitted under the DGCL.
Article VIII of Registrant's By-laws provides that directors and officers
will be indemnified by the Registrant to the fullest extent permitted by law for
all losses that may be incurred by them in connection with any action, suit or
proceeding in which they may become involved by reason of their service as a
director or officer of the Registrant.
The Registrant has entered into an indemnity agreement with each officer
and director to provide contractual assurance that the protection afforded by
the Registrant's Amended and Restated Certificate of Incorporation and By-laws
will be available regardless of changes in the Registrant's charter documents or
a change in control of the Registrant.
The Registrant maintains an officers' and directors' liability insurance
policy insuring the covered individuals against acts or omissions taken by such
persons in their capacities as officers or directors of Registrant.
Item 7. Exemption from Registration Claimed.
------- ------------------------------------
Not Applicable.
Item 8. Exhibits.
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Unless otherwise indicated as being incorporated by reference to another
filing of the Registrant with the Commission, each of the following Exhibits is
filed herewith:
Exhibit No. Description
4.1 IEC Electronics Corp. 2001 Stock Option and Incentive
Plan (incorporated by reference to Exhibit 10.6 of
Registrant's Annual Report on Form 10-K for the year
ended September 30, 2002).
5.1 Opinion and consent of Boylan, Brown, Code, Vigdor &
Wilson, LLP, counsel of the Registrant, as to the
legality of the shares of Common Stock being registered.
23.1 Consent of Rotenberg & Co., LLP, Independent Public
Accountants.
23.2 Consent of Boylan, Brown, Code, Vigdor & Wilson, LLP is
contained in their opinion filed as Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney.
Page 3 of 7
Item 9. Undertakings.
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(1) The undersigned Registrant hereby undertakes:
(a) 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 (the "Securities Act");
(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 form the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(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
information required to be included in a 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.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission such indemnification is
against public policy as expressed in the Act 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 Act and
will be governed by the final adjudication of such issue.
Page 4 of 7
SIGNATURES
Pursuant to the requirement 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Village of Newark, State of New York on March 12, 2003.
IEC Electronics Corp.
By: /s/ W. Barry Gilbert
------------------------
W. Barry Gilbert
Chairman and
Acting 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 the dates indicated.
Signature Title Date
/s/ W. Barry Gilbert Director, Chairman and March 12, 2003
--------------------- Acting Chief Executive Officer
W. Barry Gilbert (Principal Executive Officer
/s/ Kevin J. Monacelli Controller, (Principal Financial March 12, 2003
---------------------- and Accounting Officer)
Kevin J. Monacelli
/s/ David J. Beaubien Director March 12, 2003
---------------------
David J. Beaubien
/s/ Robert P.B. Kidd Director March 12, 2003
--------------------
Robert P.B. Kidd
/s/ Eben S. Moulton Director March 12, 2003
-------------------
Eben S. Moulton
/s/ Dermott O'Flanagan Director March 12, 2003
----------------------
Dermott O'Flanagan
/s/ James C. Rowe Director March 12, 2003
----------------------
James C. Rowe
/s/ Justin L. Vigdor Director March 12, 2003
----------------------
Justin L. Vigdor
Page 5 of 7
EXHIBIT INDEX
Exhibit
Number Description Location
4.1 IEC Electronics Corp. Incorporated by reference to Exhibit
2001 Stock Option and 10.6 of Registrant's Amended Report on
Incentive Plan Form 10-K for the year ended September
30, 2002
5.1 Opinion and consent of *
Boylan, Brown, Code,
Vigdor & Wilson, LLP,
counsel for the Registrant
as to the legality of the
shares of Common Stock
being registered
23.1 Consent of Rotenberg & Co., LLP, *
Independent Public Accountants
23.2 Consent of Boylan, Brown, Included in Exhibit 5.1 to this
Code, Vigdor & Wilson, LLP Registration Statement
24.1 Power of Attorney *
* Included as part of the electronic submission of this Registration Statement.
Exhibit 5.1
March 12, 2003
IEC Electronics Corp.
105 Norton Street
Newark, NY 14513
Re: Registration Statement on Form S-8
for the IEC Electronics Corp. 2001 Stock Option and Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to IEC Electronics Corp., a Delaware corporation
(the "Registrant"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") of the Registrant to be filed with the Securities
and Exchange Commission (the "Commission") with respect to the registration
under the Securities Act of 1933, as amended, of 1,500,000 shares the
Registrant's Common Stock, $.01 par value per share (the "Shares"), to be issued
from time to time pursuant to the IEC Electronics Corp. 2001 Stock Option and
Incentive Plan (the "Plan").
We have examined the Registration Statement and the originals or certified
copies of such corporate records, certificates of officers of the Registrant
and/or public officials and such other documents and have made such other
factual and legal investigations as we have deemed relevant and necessary as the
basis for the opinions set forth below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as conformed or photostatic copies and the authenticity of the originals of
such copies.
The opinion expressed below is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion herein concerning any
other law.
Based upon the foregoing, subject to the assumptions stated above and
relying on the statements of fact contained in the documents that we have
examined, we are of the opinion that (i) the issuance by the Registrant of the
Shares pursuant to the Plan has been duly authorized and (ii) when issued and
delivered by the Registrant in accordance with the terms of the Plan, and the
receipt of consideration therefor in accordance with the terms of the Plan, the
Shares will be duly and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BOYLAN, BROWN, CODE,
VIGDOR & WILSON, LLP
By: /s/ Martin S. Weingarten
----------------------------
Martin S. Weingarten
Page 6 of 7
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated November 20,
2002 (except to the matters discussed in Notes 7 and 14, as to which the date is
January 14, 2003) included in IEC Electronic Corp.'s Form 10-K for the year
ended September 30, 2002 and to all references to our Firm included in this
Registration Statement.
By: /s/ Rotenberg & Co., LLP
----------------------------
Rotenberg & Co., LLP
Rochester, New York
March 12, 2003
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, IEC ELECTRONICS CORP., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 (the "Registration Statement") relating to up
to 1,500,000 shares of Common Stock of the Company to be offered and sold from
time to time under the IEC Electronics Corp. 2001 Stock Option and Incentive
Plan.
NOW, THEREFORE, each of the undersigned hereby appoints W. Barry Gilbert
and Justin L. Vigdor and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign the Registration Statement and any and
all amendments, including post-effective amendments, to the Registration
Statement, and to file the same, with all exhibits thereto and all documents in
connection therewith, making such changes in the Registration Statement as such
person or persons so acting deems appropriate, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done or by
virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
this 12th day of March, 2003.
/s/ David J. Beaubien
----------------------
David J. Beaubien
/s/ W. Barry Gilbert
---------------------
W. Barry Gilbert
/s/ Robert P.B. Kidd
---------------------
Robert P.B. Kidd
/s/ Eben S. Moulton
--------------------
Eben S. Moulton
/s/ Dermott O'Flanagan
-----------------------
Dermott O'Flanagan
/s/ James C. Rowe
------------------
James C. Rowe
/s/ Justin L. Vigdor
---------------------
Justin L. Vigdor
/s/ Kevin J. Monacelli
-----------------------
Kevin J. Monacelli
Page 7 of 7