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As filed with the Securities and Exchange Commission on August 4, 1999
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ACME UNITED CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
Connecticut 06-0236700
----------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 Kings Highway Cutoff 06430
- ----------------------- -----
Fairfield, CT (Zip Code)
- -------------
(Addresses of principal
executive offices)
ACME UNITED CORPORATION NON-SALARIED DIRECTOR STOCK OPTION PLAN
---------------------------------------------------------------
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
Ronald P. Davanzo
Acme United Corporation James E. Rice, Esquire
75 Kings Highway Cutoff Brody, Wilkinson and Ober, P.C.
Fairfield, CT 06430 2507 Post Road
(203) 332-7330 Southport, CT 06490
(203) 319-7100
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- --------------------------------------------------------------------------------
Common Stock
(par value 60,000 $1.9375 $116,250 $32.32
$2.50 per share) shares(1) (2) (2) (2)
(1) In connection with the referenced Plan, 60,000 shares of Common
Stock were previously registered with the Commission on an S-8 Registration
Statement (No. 333-26739) filed on May 9, 1997.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the daily high and low prices of
Acme United Corporation Common Stock on the American Stock Exchange on August
4, 1999 (i.e., $1.9375 per share).
PART I.
On May 9, 1997, Acme United Corporation (the "Company") filed a
registration statement on form S-8 (No. 333-26739) relating to 60,000 shares of
the Company's Common Stock, $2.50 per share par value ("Common Stock") to be
issued pursuant to the Non-Salaried Director Stock Option Plan. This
registration statement relates to the registration of 60,000 additional shares
of Common Stock to be issued pursuant to the Non-Salaried Director Stock Option
Plan as amended by the Board of Directors of the Company on January 27, 1998 and
approved by the shareholders of the Company on April 27, 1998, in accordance
with Instruction E to Form S-8. The securities to which this registration
statement relates are the same class as, and are issued under the same Employee
Benefit Plan as, the securities previously registered in registration No.
333-26739. Except for Part II, Item 8 which is amended in its entirety as set
forth below, the contents of registration statement No. 333- 26739 are
incorporated by reference herein.
ITEM 8. Exhibits
4(a) 1998 Amendments of Acme United Corporation Non-Salaried Director
Stock Option Plan
5 Opinion of Counsel Regarding the Legality of the Shares of Common
Stock being Registered
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP, Independent Auditors
23(c) Consent of PricewaterhouseCoopers LLP, Independent Accountants
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the Town of Fairfield, State of Connecticut, on this 4th day of
August, 1999.
Acme United Corporation
By: /s/ Walter C. Johnsen
----------------------------
Walter C. Johnsen
President and Chief Executive Officer
[Principal 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
date indicated.
Signature Title Date
--------- ----- ----
/s/ Walter C. Johnsen President, Chief Executive August 2, 1999
- ------------------------------ Officer and Director
Walter C. Johnsen
/s/ Gary D. Penisten Chairman of the Board August 3, 1999
- ------------------------------ and Director
Gary D. Penisten
/s/ Ronald P. Davanzo Vice President, Treasurer, August 3, 1999
- ------------------------------ Secretary and Principal
Ronald P. Davanzo Financial Officer
/s/ William K. Gyuricsko Controller August 3, 1999
- ------------------------------
William K. Gyuricsko
/s/ Richmond Y. Holden, Jr. Director August 3, 1999
- ------------------------------
Richmond Y. Holden, Jr.
/s/ Wayne R. Moore Director August 2, 1999
- ------------------------------
Wayne R. Moore
/s/ George R. Dunbar Director August 3, 1999
- ------------------------------
George R. Dunbar
/s/ David W. Clark , Jr. Director August 3, 1999
- ------------------------------
David W. Clark, Jr.
/s/ Peter H. Kamin Director August 4, 1999
- ------------------------------
Peter H. Kamin
INDEX OF EXHIBITS ACCOMPANYING THE S-8 REGISTRATION STATEMENT
Exhibit Description Sequential
Page
Number
4(a) 1998 Amendments of Acme United Corporation Non-Salaried Director
Stock Option Plan
5 Opinion of Brody, Wilkinson and Ober, P.C. Regarding the Legality
of the Shares of Common Stock
23(a) Consent of Brody, Wilkinson and Ober, P.C..*
23(b) Consent of Ernst & Young LLP, Independent Auditors
23(c) Consent of PricewaterhouseCoopers LLP, Independent Accountants
*Included in exhibit 5.
EXHIBIT 4(a)
------------
ACME UNITED CORPORATION
AMENDMENTS TO NON-SALARIED DIRECTOR STOCK OPTION PLAN
ADOPTED JANUARY 27, 1998
1. The first paragraph of Section 1.5 is amended to read as follows:
The aggregate number of shares of Common Stock, including shares reserved
for issuance pursuant to the exercise of Options, which may be issued under
the terms of the Plan, may not exceed 120,000 shares and hereby are
reserved for such purpose. Whenever any outstanding grant or portion
thereof expires, is canceled or forfeited or is otherwise terminated for
any reason without having been exercised, the Common Stock allocable to the
expired, forfeited, canceled or otherwise terminated portion of the grant
may again be the subject of further grants hereunder.
2. Section 2.1 is amended by the addition of a second paragraph as follows:
Each Participant who is elected a director at an annual meeting and is not
receiving an initial option grant of 10,000 shares will receive a 2,500
share option grant each year. These shares will be immediately vested.
3. Section 2.4(a) is amended to read as follows:
(a) The term of an Option shall not exceed ten (10) years from the date of
grant. Except as provided in this Section 2.4, after a Participant ceases
to serve as a Director of the Company, including, without limitation, any
voluntary or involuntary termination of a Participant's service as a
director (a "Termination"), the unexercisable portion of an Option shall
immediately terminate and be null and void, and the unexercised portion of
any outstanding Options held by such Participant shall terminate and be
null and void for all purposes, after thirty (30) days (or, for any option
granted prior to April 28, 1997 three (3) months) have elapsed from the
date of the Termination unless extended by the Committee, in its sole
discretion, within thirty (30) days from the date of the Termination. Upon
a Termination as a result of death, Disability or Retirement, any
outstanding Options may be exercised by the Participant or the
Participant's legal representative within twelve (12) months after such
death, Disability or Retirement; provided, however, that in no event shall
the period extend beyond the expiration of the option term. "Retirement" is
defined for the purposes of this Section as the termination of a
Participant's service as a director (i) at the end of his term of office
where he is not re-elected or (ii) during his term of office, for a reason
other than death or Disability; provided, in either case, that the Board of
Directors, in its sole discretion, determines that the Participant is
entitled to the benefit of Retirement under this subsection.
4. Section 3.4 is amended to read as follows:
No rights or obligations under any outstanding Option may be altered or
impaired without the Participant's consent. Any grant under the Plan may be
canceled at any time with the consent of the Participant, and a new grant
may be provided to such Participant in lieu thereof. The Company at its
discretion and with the agreement of the Participant may buy out the
Participant's option rights on Termination in return for cancellation of
exercisable grants.
5. Section 3.7 is amended to read as follows:
If a Participant is to experience a taxable event in connection with the
receipt of shares of Common Stock pursuant to an Option exercise, the
Participant shall pay the amount equal to the federal, state and local
income taxes and other amounts as may be required by law to be withheld to
the Company prior to the issuance of such shares of Common Stock. If a cash
payment is made in lieu of exercise, taxes will also be withheld as
required by law.
James E. Rice
Direct Line: 319-7112
OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK --
EXHIBIT 5
August 3, 1999
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, CT 06430
Dear Sir or Madam:
We have acted as counsel for Acme United Corporation (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Amendment to Form S-8 Registration Statement (the "Amended
Registration Statement") relating to an additional 60,000 shares of Common
Stock, par value $2.50 per share, of the Company (the "Common Stock") to be
offered pursuant to the Acme United Corporation Non-Salaried Director Stock
Option Plan (the "Plan").
We have examined and are familiar with (i) the Articles of
Incorporation and the Bylaws of the Company, (ii) the corporate proceedings
authorizing the issuance of 60,000 shares of Common Stock pursuant to the Plan,
and (ii) such other documents and instruments as we have considered necessary
for the purposes of the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the
State of Connecticut.
2. Upon issuance and delivery of the shares of Common Stock
pursuant to the Plan and payment to the Company of the option
price for the Common Stock, such shares will be validly
issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion and our names in
connection with the Amended Registration Statement filed with the Securities and
Exchange Commission to register the shares of Common Stock to be offered as
aforesaid.
Very truly yours,
/s/ Brody, Wilkinson and Ober, P.C.
-----------------------------------
Brody, Wilkinson and Ober, P.C.
Exhibit 23(b)
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Acme United Corporation Non-Salaried Director Stock
Option Plan of our report dated March 25, 1999, with respect to the consolidated
financial statements and schedule of Acme United Corporation and subsidiaries
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-----------------------
Ernst & Young LLP
Hartford, Connecticut
July 30, 1999
Exhibit 23(c)
Consent of PricewaterhouseCoopers LLP, Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements of Acme United Corporation and Subsidiaries on Forms S-8 of our
report dated March 19, 1998, except as to the information presented in Note 2,
for which the date is March 26, 1999, on our audits of the consolidated
financial statements and financial statement schedule of Acme United Corporation
and Subsidiaries as of December 31, 1997, and for the years ended December 31,
1997 and 1996, which appear in Acme United Corporation's Annual Report on Form
10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
Hartford, Connecticut
August 2, 1999