As filed with the Securities and Exchange Commission on January 22, 2004
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOLITRON DEVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization)
22-1684144
(I.R.S. Employer Identification No.)
3301 Electronics Way
West Palm Beach, Florida 33407
(Address of Principal Executive Offices) (Zip Code)
SOLITRON DEVICES, INC. 2000 STOCK OPTION PLAN
(Full Title of the Plan)
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Shevach Saraf
Chairman, President, Chief Executive Officer,
Treasurer and Chief Financial Officer
3301 Electronics Way
West Palm Beach, Florida 33407
(Name and Address of Agent For Service)
(561) 848-4311
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Teddy Klinghoffer, Esq.
Akerman Senterfitt
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
(305) 374-5600
(305) 374-5095 (Fax)
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Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Be Offering Price Aggregate Offering Amount Of Registration
Securities To Be Registered Registered (1) Per Share (2) Price Fee (2)
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Common Stock, $0.01 par value 700,000 shares $1.15 $805,000 $65.12
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the 2000 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of Solitron Devices, Inc.'s
outstanding shares of common stock.
(2) Calculated solely for the purpose of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average high and low prices
reported on the over-the-counter bulletin board on January 21, 2004.
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Part I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to all persons who participate in
our 2000 Stock Option Plan (the "2000 Plan") as specified by Rule 428(b)(1) of
the Securities Act. These documents are not required to be filed with the
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by us are incorporated by
reference herein:
Commission Filing (File No. 001-04978) Period Covered or Date of Filing
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Annual Report on Form 10-KSB............. Fiscal Year ended February 28, 2003
Quarterly Reports on Form 10-QSB......... Quarters ended May 31, 2003, August
31, 2003 and November 30, 2003
Current Reports on Form 8-K.............. None
Description of our common stock
contained in Registration Statement
on Form 8-A and any amendment or
report filed for the purpose of
updating such description................ June 20, 1991, as amended on June
20, 2001
All subsequent documents filed by
us under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act of 1934..... After the date of this prospectus
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
the Company to indemnify any person who is or was a director, officer, employee
and agent, or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise (each an "Insider") against liability for each such
Insider's acts taken in his or her capacity as an Insider in a civil action,
suit or proceeding if such actions were taken in good faith and in a manner
which the Insider reasonably believed to be in or not opposed to the best
interests of the Company, and in a criminal action, suit or proceeding, if the
Insider had no reasonable cause to believe his or her conduct was unlawful,
including under certain circumstances, suits by or in the right of the Company
for any expenses, including attorneys' fees, judgments, fines and amounts paid
in settlements and for any liabilities which the Insider may have incurred in
consequence of such action, suit
or proceeding under conditions stated in said Section 145. The Company's
Certificate of Incorporation and By-Laws provide that the Company shall
indemnify its directors and officers to the fullest extent authorized by
applicable law.
As permitted by Section 102(b)(7) of the DGCL, Article 14 of the Company's
Certificate of Incorporation provides that a director of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability resulting from acts
or omissions (i) constituting a breach of the director's duty of loyalty to the
Company or its stockholders, (ii) not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) giving rise to liability under
Section 174 of the DGCL, as amended, which concerns unlawful payments of
dividends, stock purchases or redemption, or (iv) for any transaction from which
the director derived an improper personal benefit.
The Company's Bylaws permit the Company to secure insurance on behalf of
any director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise for any expense, judgment,
fine or amounts paid in settlement of or incurred by any such person in
connection with such indemnification obligations to the fullest extent permitted
by applicable law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Exhibits
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5.1 Opinion of Akerman Senterfitt regarding the legality of the
common stock being registered.
10.7 Solitron Devices, Inc. 2000 Stock Option Plan.
23.1 Consent of independent certified public accountants, Berkovits,
Lago & Company LLP.
23.2 Consent of Akerman Senterfitt (included in Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of Solitron
Devices (set forth on the signature page of this Registration
Statement).
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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;
(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
from the low or high end 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% 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 by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act that are incorporated by reference in the Registration Statement.
(2) 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.
(3) 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.
(b) 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(c) 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 Securities 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
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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 Securities Act and will be
governed by the final adjudication of such issue.
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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 West Palm Beach, State of Florida, on this 22nd day
of January, 2004.
SOLITRON DEVICES, INC.
By: /s/ Shevach Saraf
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Shevach Saraf
Chairman, President, Chief Executive
Officer, Treasurer and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Shevach Saraf his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, in connection with the registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, including to sign the Registration
Statement in the name and on behalf of the registrant or on behalf of the
undersigned as a director or officer of the registrant, and any and all
amendments or supplements to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorney-in-fact and agent
full power and authority to do and perform 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
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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
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/s/ Shevach Saraf Chairman, President, Chief January 22, 2004
--------------------------- Executive Officer, Treasurer
Shevach Saraf and Chief Financial Officer
/s/ Jacob Davis Director January 22, 2004
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Jacob Davis
/s/ Joseph Schlig Director January 22, 2004
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Joseph Schlig
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Akerman Senterfitt regarding the legality of the common
stock being registered.
10.7 Solitron Devices, Inc. 2000 Stock Option Plan.
23.1 Consent of independent certified public accountants, Berkovits, Lago
& Company LLP.
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