As filed with the Securities and Exchange
Commission on October 8, 1997 Registration No. 333-____
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
HURCO COMPANIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1150732
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
(Address of Principal Executive Offices) (Zip Code)
HURCO COMPANIES, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
ROGER J. WOLF
ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
(Name and address of agent for service)
(317) 293-5309
(Telephone number, including area code, of agent for service)
COPY TO:
DAVID C. WORRELL
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
(2) (2)
Common Stock, 500,000 $8.3438 (3) $4,171,900 (3) $1,264.21 (3)
without par value
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers such additional shares
of Common Stock as may be offered or issued to prevent dilution resulting
from stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. Shares offered
pursuant to incentive stock options granted under the 1997 Stock Option
and Incentive Plan are to be offered at not less than the market value of
one share of common stock of Hurco Companies, Inc. on the date such
incentive stock options are granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act using the
average of the high and low sale prices of the Common Stock as reported by
NASDAQ on October 3, 1997, which was $8.3438 per share.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The Section 10(a) prospectus for the Hurco Companies, Inc. 1997 Stock
Option and Incentive Plan is not required to be filed with the Securities
and Exchange Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 31, 1997, April 30, 1997 and July 31,
1997;
(c) The description of the Registrant's common stock, without par
value (the "Common Stock"), contained in the Company's
Registration Statement on Form 10 dated February 18, 1980,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered hereby have been
sold or which deregisters all shares of Common Stock offered hereby then
remaining unsold, are deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents. The Company
will promptly provide without charge to each person to whom a prospectus is
delivered, a copy of any or all information that has been incorporated
herein by reference (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically
incorporated by reference into such information) upon the written or oral
request of such person directed to the Secretary of the Company at its
principal offices, One Technology Way, Indianapolis, Indiana 46268, (317)
293-5309.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article VI, Section 1 of the Company's By-Laws states that the Company
shall, to the fullest extent permitted by the Indiana Business Corporation
Law, as amended, indemnify any person who is made a party to or who is
involved in any proceeding, by reason of the fact that he or she is or was
a director, officer, employee or agent of the Company, against certain
liabilities incurred by him or her in connection with such proceeding if he
or she acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to
any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Company has entered into employment agreements
with certain executive officers, which also provide indemnification against
certain liabilities.
Sections 23-1-37-1 to 23-1-37-15 of the Indiana Business Corporation
Law authorize a corporation to indemnify its directors and officers in
terms sufficiently broad to permit such indemnification (including
reimbursement of expenses incurred) under certain circumstances for
liabilities arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.
ITEM 9. UNDERTAKINGS.
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;
(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 (1)(i) and (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 by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Indianapolis, State of Indiana,
on September 11, 1997.
HURCO COMPANIES, INC.
By: /S/ ROGER J. WOLF
Roger J. Wolf
Senior Vice President, Secretary,
Treasurer and Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names.
Each person whose signature appears below hereby authorizes each of
Brian D. McLaughlin and Roger J. Wolf, each with full power of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints each of Brian D. McLaughlin and Roger J. Wolf,
each with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective amendment to this Registration Statement
and to file the same, with exhibits thereto, and other documents in
connection therewith.
SIGNATURES CAPACITY DATE
/S/ BRIAN D. MCLAUGHLIN President, Chief Executive September 11, 1997
Brian D. McLaughlin Officer and Director
(Principal Executive Officer)
/S/ ROGER J. WOLF Senior Vice-President, September 11, 1997
Roger J. Wolf Secretary, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
/S/ STEPHEN J. ALESIA Corporate Controller September 11, 1997
Stephen J. Alesia (Principal Accounting Officer)
/S/ HENDRIK J. HARTONG, JR. Director September 11, 1997
Hendrik J. Hartong, Jr.
/S/ ANDREW L. LEWIS IV Director September 11, 1997
Andrew L. Lewis IV
/S/ E. KEITH MOORE Director September 11, 1997
E. Keith Moore
/S/ RICHARD T. NINER Director September 11, 1997
Richard T. Niner
/S/ O. CURTIS NOEL Director September 11, 1997
O. Curtis Noel
/S/ CHARLES E. MITCHELL RENTSCHLER Director September 11, 1997
Charles E. Mitchell Rentschler
INDEX TO EXHIBITS
Exhibit
NO. DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Articles of Incorporation of
the Registrant and related amendments. (The copy
of this Exhibit filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997 is incorporated by
reference.)
4.2 Amended and Restated By-Laws of the Registrant,
as amended to date. (The copy of this Exhibit
filed as Exhibit 3.3 to the Company's Quarterly
Report on Form 10-Q for quarter ended January 31,
1996 is incorporated by reference.)
4.3 1997 Stock Option and Incentive Plan of
Registrant. (The copy of this Exhibit filed as
Exhibit 10.52 to the Company's Quarterly Report
on Form 10-Q for the quarter ended July 31, 1997
is incorporated by reference.)
5 Opinion of Baker & Daniels regarding legality of
the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Baker & Daniels (included in Baker &
Daniels Opinion filed as Exhibit 5).
24 Power of Attorney (included on the Signature Page
of the Registration Statement).
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
October 7, 1997
Hurco Companies, Inc.
One Technology Way
Indianapolis, IN 46268
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Hurco Companies, Inc., an Indiana
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Act"), registering the offer and
sale of up to 500,000 shares of the Company's common stock, without par
value (the "Shares"), pursuant to the Company's 1997 Stock Option and
Incentive Plan, as amended (the "Plan").
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such
records, documents and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and, when the Registration Statement shall have
become effective and the Shares have been issued in accordance with the
Plan, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the federal law of the
United States and the law of the State of Indiana.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not thereby
concede that we are within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/S/ BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
December 5, 1996, except with respect to matters discussed in Note 4, as to
which date is January 22, 1997, which appears on page 19 of Hurco
Companies, Inc.'s Annual Report on Form 10-K for the fiscal year ended
October 31, 1996 and to all references to our Firm included in this
Registration Statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Indianapolis, Indiana
October 1, 1997
