Registration Statement No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Concord Camera Corp.
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(Exact name of registrant as specified in its charter)
New Jersey 13-3152196
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
4000 Hollywood Boulevard
Presidential Circle - 6th Floor, North Tower
Hollywood, Florida 33021
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(Address of Principal Executive Offices) (Zip Code)
Concord Camera Corp. 2002 Incentive Plan for Non-Officer Employees,
New Recruits and Consultants
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(Full title of the plan)
Assistant Secretary
Concord Camera Corp.
4000 Hollywood Boulevard
Presidential Circle - 6th Floor, North Tower
Hollywood, Florida 33021
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(Name and address of agent for service)
(954) 331-4200
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(Telephone number, including area code, of agent for service)
With a copy to:
Ralph J. Sutcliff, Esq.
Kronish Lieb Weiner & Hellman LLP
1114 Avenue of the Americas
New York, NY 10036-7798
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
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Common Stock, 500,000 $5.99 $2,995,000 $275.54
no par value
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(1) Pursuant to Rule 457(h)(1), the offering price per share is the price at
which the options issued pursuant to the employee stock option plan may be
exercised. The above calculations are based on the average of the high and the
low prices for the Common Stock as reported on January 29, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been filed by the registrant with
the Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement as of their respective dates:
(a) The registrant's annual report on Form 10-K for the fiscal year
ended June 29, 2002 and its quarterly report on Form 10-Q for the quarter ended
September 28, 2002.
(b) The registrant's Proxy Statement for the Annual Meeting of
Shareholders held on January 21, 2003.
(c) The description of the registrant's common stock, no par value (the
"Common Stock"), contained in the latest registration statement of the
registrant under the Securities Exchange Act of 1934, as amended (the "1934
Act").
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock covered by this Registration
Statement will be passed upon for the registrant by Kronish Lieb Weiner &
Hellman LLP, counsel to the registrant. As of December 31, 2002, certain members
of the law firm of Kronish Lieb Weiner & Hellman LLP, beneficially owned, in the
aggregate, 85,000 shares of the Common Stock and an option to purchase 75,000
shares of the Common Stock.
Item 6. Indemnification of Directors and Officers
The New Jersey Business Corporation Act ("NJBCA") permits a corporation
to indemnify its directors and officers against reasonable expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid or incurred by
them in connection with any action or proceeding brought by third parties, if
such directors or officers acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful. In a derivative action (i.e., one by or in the right
of the corporation), indemnification may be made only for reasonable expenses
(including attorneys' fees) incurred by directors and officers in connection
with the defense or settlement of such action if they acted in good faith and in
a manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation unless and only
to the extent that the Superior Court or such other court deems proper. The
NJBCA further provides that, to the extent any director or officer has been
successful on the merits or otherwise in defense of any action or proceeding
referred to in this paragraph or in defense of any claim, issue or matter
therein, such person shall be indemnified against reasonable expenses (including
attorneys' fees) incurred by him in connection therewith.
Pursuant to Article SEVENTH of the registrant's Certificate of
Incorporation, as amended, the registrant will indemnify its corporate agents
(as defined in the NJBCA) to the fullest extent permitted by Section 14A:3-5 of
the NJBCA and pursuant to Article EIGHTH of the registrant's Certificate of
Incorporation, as amended, the personal liability of the directors is limited to
the fullest extent permitted by Section 14A:2-7(3) of the NJBCA.
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The registrant has entered into an employment agreement with Ira B.
Lampert ("Lampert"), the Chairman, Chief Executive Officer and President, which
includes certain indemnification provisions. Pursuant to such provisions,
Lampert will be indemnified and held harmless by the registrant to the fullest
extent permitted or authorized by the registrant's Certificate of Incorporation
or By-laws, or the NJBCA (described above) against all expenses reasonably
incurred or suffered in any action, suit or proceeding involving Lampert by
reason of the fact that he is or was a director, officer, or employee of the
registrant or served in another capacity at the request of the registrant.
The registrant has insurance under which directors and officers are
insured against certain liability that may occur in their capacity as such.
Item 8. Exhibits
4-1 Form of Common Stock Certificate, previously filed with the
Commission as an Exhibit to the registrant's Registration
Statement on Form 8-A12G (No. 000-17038), filed September 20,
2000, and incorporated herein by reference.
5-1 Opinion of counsel re: legality
23-1 Consent of Independent Certified Public Accountants
23-2 Consent of counsel
(included in Exhibit 5-1 above)
Item 9. Undertakings
A. Post-Effective Amendments
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 ("1933 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;
(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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
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.
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B. Subsequent Documents Incorporated by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of the employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this 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. Claims for Indemnification
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described above under "Item 6.
Indemnification of Directors and Officers" or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
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 Hollywood, State of Florida on this 5th day of
February, 2003.
CONCORD CAMERA CORP.
(Registrant)
By: /s/ Ira B. Lampert
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Ira B. Lampert, Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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(1) Principal Executive Officer:
/s/ Ira B. Lampert Chief Executive Officer, Chairman, February 5, 2003
------------------------------- and President and Director
Ira B. Lampert
(2) Principal Financial Officer
/s/ Richard M. Finkbeiner Senior Vice President and February 5, 2003
------------------------------- Chief Financial Officer
Richard M. Finkbeiner
(3) Principal Accounting Officer
/s/ Harlan I. Press Vice President and Treasurer February 5, 2003
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Harlan I. Press
(4) Majority of Directors
/s/ Ronald S. Cooper Director February 5, 2003
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Ronald S. Cooper
/s/ Morris H. Gindi Director February 5, 2003
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Morris H. Gindi
/s/ J. David Hakman Director February 5, 2003
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J. David Hakman
/s/ William J. Lloyd Director February 5, 2003
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William J. Lloyd
/s/ William J. O'Neill, Jr. Director February 5, 2003
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William J. O'Neill, Jr.
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EXHIBIT INDEX
Exhibit
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4-1 Form of Common Stock Certificate, previously filed with the Commission
as an Exhibit to Registrant's Registration Statement on Form 8-A12G
(No. 000-17038), filed September 20, 2000, and incorporated herein by
reference.
5-1 Opinion of counsel re: legality
23-1 Consent of Independent Certified Public Accountants
23-2 Consent of counsel (included in Exhibit 5-1 above)
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