As filed with the Securities and Exchange Commission on January __, 2005
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IEC ELECTRONICS CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3458955
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
105 NORTON STREET, NEWARK, NEW YORK 14513
(315) 331-7742
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive office)
IEC ELECTRONICS CORP.
2001 STOCK OPTION AND INCENTIVE PLAN
(Full title of plan)
W. BARRY GILBERT
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
IEC ELECTRONICS CORP.
105 NORTON STREET
NEWARK, NY 14513
TELEPHONE: (315) 331-7742
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARTIN S. WEINGARTEN, ESQ.
BOYLAN, BROWN, CODE, VIGDOR & WILSON, LLP
2400 CHASE SQUARE
ROCHESTER, NY 14604
TELEPHONE: (585) 232-5300
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered (1) Share (2) Price (2) Registration Fee
------------- --------------- ---------- ------------ ---------------
Common Stock, 1,000,000 shares $0.59 $590,000 $69.44
$.01 par value
(1) The number of shares of Common Stock to be registered may be adjusted
in accordance with the provisions of the IEC Electronics Corp. 2001 Stock Option
and Incentive Plan (the "Plan") in the event that, during the period the Plan is
in effect, there is effected any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend or any other increase or decrease in the
number of shares or the payment of a stock dividend or any other increase or
decrease in the number of such shares effected without receipt of consideration
by the Registrant. Accordingly, this Registration Statement covers, in addition
to the number of shares of Common Stock stated above, an indeterminate number of
shares which by reason of any such events may be issued in accordance with the
provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based
upon the last sale price per share of the Registrant's shares of Common Stock as
reported by the OTC Bulletin Board on January 19, 2005.
PART I
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of Common Stock, par
value $.01 per share (the "Common Stock"), of IEC Electronics Corp., a Delaware
corporation (the "Registrant"), issuable pursuant to the IEC Electronics Corp.
2001 Stock Option and Incentive Plan (the "Plan"). The Registrant's previously
filed Registration Statement on Form S-8 (No. 333-103847), as filed with the
Securities and Exchange Commission (the "Commission") on March 17, 2003 is
hereby incorporated by reference.
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Upon this Registration Statement's effectiveness, there will be 2,500,000
shares registered under the Plan, 1,500,000 shares from Registration Statement
No. 333-103847 and 1,000,000 shares from this Registration Statement on Form
S-8. PART II
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Registrant's Common Stock
issuable under the Plan will be passed upon by Messrs. Boylan, Brown, Code,
Vigdor & Wilson, LLP, 2400 Chase Square, Rochester, NY 14604. Justin L. Vigdor,
senior counsel to this firm, is a director and Assistant Secretary of the
Registrant, and Martin S. Weingarten, counsel to this firm, is Secretary of the
Registrant. As of the date of this Registration Statement, Mr. Vigdor owns
202,075 shares of Registrant's Common Stock and has stock options to purchase
24,000 shares of Registrant's Common Stock; Mr. Weingarten owns 100 shares of
Registrant's Common Stock and has stock options to purchase 4,500 shares of
Registrant's Common Stock.
Item 8. Exhibits.
See Exhibit Index.
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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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Village of Newark, State of New York on January 19, 2005.
IEC Electronics Corp.
By: /s/ W. Barry Gilbert
------------------------------
W. Barry Gilbert
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, each of the undersigned hereby
appoints W. Barry Gilbert and Brian H. Davis and each of them, his true and
lawful attorney-in-fact and agent with full powers of substitution for him and
in his name, place and stead, in any and all capacities, to sign the
Registration Statement and any and all amendments, including post-effective
amendments, to the Registration Statement, and to file the same, with all
exhibits thereto and al documents in connection therewith, making such changes
in the Registration Statement as such person or persons so acting seems
appropriate, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact 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 might
or count do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
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Signature Title Date
--------- ----- ----
/s/ W.Barry. Gilbert Chairman of the Board and Chief January 19, 2005
-------------------------------
W. Barry Gilbert Executive Officer
(Principal Executive Officer
/s/ Brian H. Davis Vice President, Chief Financial January 19,, 2005
-------------------------------
Brian H. Davis Officer and Controller
(Principal Financial and Accounting
Officer)
/s/ David J. Beaubien Director January 19, 2005
-------------------------------
David J. Beaubien
/s/ Robert P.B. Kidd Director January 19, 2005
-------------------------------
Robert P.B. Kidd
/s/ Eben S. Moulton Director January 19, 2005
-------------------------------
Eben S. Moulton
Director January ___, 2005
-------------------------------
Dermott O'Flanagan
/s/ James C. Rowe Director January 19, 2005
-------------------------------
James C. Rowe
/s/ Justin L. Vigdor Director January 19, 2005
-------------------------------
Justin L. Vigdor
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EXHIBIT INDEX
Exhibit
Number Description Location
------ ----------- --------
4.1 IEC Electronics Corp. 2001 Stock Option *
and Incentive Plan
(As Amended - November 17, 2004)
5.1 Opinion and consent of Boylan, Brown, *
Code, Vigdor & Wilson, LLP, counsel for
the Registrant as to the legality of the
shares of Common Stock being registered
23.1 Consent of Rotenberg & Co., LLP, *
Independent Public Accountants
23.2 Consent of Boylan, Brown, Code, Vigdor & Included in Exhibit
Wilson, LLP 5.1 to this
Registration
Statement.
24.1 Power of Attorney (See Signature Page)
* Included as part of the electronic submission of this Registration
Statement
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