The Exhibit Index begins on page 2.
As filed with the Securities and Exchange Commission on , 2001
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)
1931 Black Rock Turnpike 06432
======================== =====
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
1931 Black Rock Turnpike Brody, Wilkinson and Ober, P.C.
Fairfield, CT 06432 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 40,000 $2.95 $118,000 $29.50
$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, and 60,000 shares of Common
Stock were previously registered with the Commission on a S-8 Registration
Statement (No. 333-84505) filed on August 4, 1999.
(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 September
21, 2001 (i.e., $2.95 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. On August 4,
1999, the Company filed an amended registration statement relating to an
additional 60,000 shares of Common Stock. This registration relates to the
registration of 40,000 additional shares to be issued pursuant to the
Non-Salaried Director Stock Option Plan as amended by the Board of Directors of
the Company on February 27, 2001 and approved by the shareholders of the Company
on April 23, 2001, 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 statement No. 333-26739 and registration statement
No. 333-84505. Except for Part II, Item 8 which is amended in its entirety as
set forth below, the contents of registration statements No. 333-26739 and No.
333-84505 are incorporated by reference herein.
ITEM 8. Exhibits
4(a) 2001 Amendment 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
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 24th day of
September, 2001.
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 September 24, 2001
--------------------------- Officer and Director
Walter C. Johnsen
/s/ Gary D. Penisten Chairman of the Board September 24, 2001
--------------------------- and Director
Gary D. Penisten
/s/ Ronald P. Davanzo Vice President, Treasurer, September 24, 2001
--------------------------- Secretary, Principal
Ronald P. Davanzo Financial Officer and
Controller
/s/ Richmond Y. Holden, Jr. Director September 24, 2001
---------------------------
Richmond Y. Holden, Jr.
/s/ Wayne R. Moore Director September 24, 2001
---------------------------
Wayne R. Moore
/s/ George R. Dunbar Director September 24, 2001
---------------------------
George R. Dunbar
/s/ Brian S. Olschan Director, Executive September 24, 2001
--------------------------- Vice President
Brian S. Olschan and Chief Operating Officer
/s/ Stevenson E. Ward III Director September 24, 2001
---------------------------
Stevenson E. Ward III
INDEX OF EXHIBITS ACCOMPANYING THE S-8 REGISTRATION STATEMENT
Exhibit Description Sequential
Page
Number
4(a) 2001 Amendment 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
*Included in exhibit 5.
Exhibit 4(a)
ACME UNITED CORPORATION
AMENDMENT TO NON-SALARIED DIRECTOR STOCK OPTION PLAN
ADOPTED FEBRUARY 27, 2001
The first paragraph of Section 1.5 is amended by substituting "160,000" for
"120,000" in the language thereof.
OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK-
EXHIBIT 5
September 24, 2001
Acme United Corporation
1931 Black Rock Turnpike
Fairfield, CT 06432
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 40,000 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 40,000 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.
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 2, 2001, 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, 2000,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Hartford, Connecticut
September 21, 2001