|
Ohio
(State or other jurisdiction of incorporation or organization) |
31-121318
(I.R.S. Employer Identification No.) |
| Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
| Title of Securities | Amount to be | Offering Price | Aggregate Offering | Amount of | ||||||||||||||||||
| to be Registered | Registered (1) | Per Share (1)(2) | Price (1)(2) | Registration Fee (1) | ||||||||||||||||||
|
Common Stock,
no par value
|
600,000 | $4.00 | $2,400,000 | $129.50 | ||||||||||||||||||
| (1) | Pursuant to Instruction E of Form S-8 and the telephonic interpretation of the Securities and Exchange Commission set forth at pages 123-124 of the Division of Corporation Finances Manual of Publicly Available Telephone Interpretations, dated July 1997 (see G. Securities Act Forms, No. 89 (Interpretation 89)), of the 600,000 shares registered hereby, 297,450 shares are being carried forward from a registration statement filed on August 2, 2002 (File No. 333-97583) (the 2002 Form S-8) in connection with the Superconductive Components, Inc. Fourth Amended and Restated 1995 Stock Option Plan, predecessor plan to the Superconductive Components, Inc. 2006 Stock Incentive Plan described herein. A filing fee of $27.10 was previously paid in connection with the 297,450 shares being carried forward. Pursuant to Instruction E to Form S-8 and Interpretation 89, no additional registration fee is due with respect to the 297,450 shares being carried forward from the 2002 Form S-8 and registered hereby. | |
| (2) | Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee pursuant to Rule 457(h), based upon the average of the high and low prices of Superconductive Components, Inc. Common Stock as reported on the OTC Bulletin Board regulated quotation service on August 16, 2006. |
| PART I | ||||||||
| PART II | ||||||||
| Item 3. Incorporation of Documents by Reference | ||||||||
| Item 4. Description of Securities | ||||||||
| Item 5. Interests of Named Experts and Counsel | ||||||||
| Item 6. Indemnification of Directors and Officers | ||||||||
| Item 7. Exemption from Registration | ||||||||
| Item 8. Exhibits | ||||||||
| Item 9. Undertakings | ||||||||
| Signatures | ||||||||
| EX-5 | ||||||||
| EX-23B | ||||||||
| EX-24 | ||||||||
1.
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, filed
March 27, 2006.
2.
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006, filed May
8, 2006; and Quarterly Report on Form 10-QSB for the quarter ended June 30, 2006, filed
August 1, 2006.
3.
Current Report on Form 8-K dated March 8, 2006, filed March 14, 2006; and
Current Report on Form 8-K dated June 19, 2006, filed June 23, 2006.
4.
Notice of Annual Meeting and Proxy Statement, filed May 1, 2006.
5.
The description of Companys common stock which is contained in the Companys
Registration Statement on Form SB-2 filed with the Securities and Exchange Commission
on February 6, 2006, as amended by Pre-effective Amendment No. 1 to Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission on March 23,
2006.
II-1
II-2
| Exhibit Number | Description | |||
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4(a)
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Superconductive Components, Inc. 2006 Stock Incentive Plan (previously filed as Appendix A to the Companys Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders held on June 9, 2006, filed with the Securities and Exchange Commission on May 1, 2006, and incorporated herein by reference). | |||
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4(b)
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Certificate of Second Amended and Restated Articles of Incorporation of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the Companys initial Form 10-SB, filed on September 28, 2000). | |||
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4(c)
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Restated Code of Regulations of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(b) to the Companys initial Form 10-SB, filed on September 28, 2000). | |||
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5
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* | Opinion of Porter, Wright, Morris & Arthur LLP regarding legality. | ||
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23(a)
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Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 filed herewith). | |||
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23(b)
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* | Consent of Independent Registered Public Accounting Firm. | ||
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24
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* | Powers of Attorney. | ||
| * | Filed herewith. |
II-3
| (1) | To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement 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. | ||
| (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 that time 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 that remain unsold at the termination of the offering. | ||
| (4) | For determining liability of the registrant under the Securities Act of 1933, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; | ||
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; | ||
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and | ||
| (iv) | Any other communication that is an offer in the offering made by the registrant to the purchaser. |
II-4
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Superconductive Components, Inc.
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||||
| By: | /s/ Daniel Rooney | |||
| Daniel Rooney, President and Chief Executive Officer | ||||
| Signature | Title | Date | ||
|
/s/ Daniel Rooney
|
President, Chief Executive Officer
and Chairman of the Board of Directors (principal executive officer) |
August 17, 2006 | ||
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/s/ Gerald S. Blaskie*
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Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer) |
August 17, 2006 | ||
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/s/ Robert J. Baker, Jr.*
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Director | August 17, 2006 | ||
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/s/ Walter J. Doyle*
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Director | August 17, 2006 | ||
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/s/ Robert H. Peitz*
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Director | August 17, 2006 | ||
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/s/ Edward W. Ungar*
|
Director | August 17, 2006 |
| *By: | /s/ Daniel Rooney | |||
| Daniel Rooney, Attorney-in fact | ||||
II-5
| Exhibit Number | Exhibit Description | |||
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4(a)
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Superconductive Components, Inc. 2006 Stock Incentive Plan (previously filed as Appendix A to the Companys Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders held on June 9, 2006, filed with the Securities and Exchange Commission on May 1, 2006, and incorporated herein by reference). | |||
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4(b)
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Certificate of Second Amended and Restated Articles of Incorporation of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the Companys initial Form 10-SB, filed on September 28, 2000). | |||
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4(c)
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Restated Code of Regulations of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(b) to the Companys initial Form 10-SB, filed on September 28, 2000). | |||
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5
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* | Opinion of Porter, Wright, Morris & Arthur LLP regarding legality. | ||
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23(a)
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Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 filed herewith). | |||
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23(b)
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* | Consent of Independent Registered Public Accounting Firm. | ||
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24
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* | Powers of Attorney. | ||
| * | Filed herewith. |
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Re: Registration Statement on Form S-8
Superconductive Components, Inc. 2006 Stock Incentive Plan (the Plan) |
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Very truly yours,
|
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| /s/ Porter, Wright, Morris & Arthur LLP | ||||
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PORTER, WRIGHT, MORRIS & ARTHUR LLP |
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| Signature | Title | |
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/s/ Daniel Rooney
|
President, Chief Executive Officer and
Chairman of the Board of Directors (Principal Executive Officer) |
|
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/s/ Gerald S. Blaskie
|
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
|
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/s/ Robert J. Baker, Jr.
|
Director | |
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/s/ Walter J. Doyle
|
Director | |
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/s/ Robert H. Peitz
|
Director | |
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/s/ Edward W. Ungar
|
Director |