1 As filed with the Securities & Exchange Commission July 22, 1997 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DUCOMMUN INCORPORATED (Exact name of registrant as specified in its charter) Delaware 95-0693330 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 23301 S. Wilmington Avenue, Carson, California 90745 (Address of Principal Executive Offices) (Zip Code) 1994 STOCK INCENTIVE PLAN (Full title of plan) James S. Heiser Vice President, Chief Financial Officer, General Counsel, Secretary & Treasurer Ducommun Incorporated 23301 S. Wilmington Avenue Carson, CA 90745 (310) 513-7200 (Name and address, and telephone number, of agent for service) CALCULATION OF REGISTRATION FEE (1) This Registration Statement also covers such additional shares as may become subject to issuance as a result of the adjustment provisions contained in the Plan named above and in agreements entered into pursuant thereto. (2) Pursuant to Rule 457(h), the maximum offering price has been calculated based upon the average of the high and low prices of the Company's Common Stock on the New York Stock Exchange on July 17, 1997. ===============================================================================
- ----------------------------------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum Securities Amount offering aggregate Amount of to be to be price offering registration registered registered (1) per unit (2) price fee - ----------------------------------------------------------------------------------------------------------- Common Stock 350,000 shares $31.3125 $10,959,375 $3,321.02 ($.01 par value) - ----------------------------------------------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Incorporation of Earlier Registration Statement By Reference The contents of the registration statement on Form S-8 (Registration Statement No. 33-82164) of Ducommun Incorporated (the "Company") are hereby incorporated by reference. Additional Information Item 5. Interests of Named Experts and Counsel Certain legal matters relating to the valid issuance of the additional shares of common stock, $.01 par value (the "Common Stock"), covered by the 1994 Stock Incentive Plan (the "Plan") have been passed upon by James S. Heiser, Vice President, Chief Financial Officer, General Counsel, Secretary and Treasurer for the Company. Mr. Heiser is eligible to participate in the Plan and other stock incentive plans of the Company, and as of the date of this registration statement owns 9,061 shares of Common Stock and has been granted options to purchase 53,000 shares of Common Stock. Item 8. Exhibits 5.1 - Opinion and consent of Counsel as to the legality of the additional shares to be issued under the 1994 Stock Incentive Plan. 23.1 - Consent of Price Waterhouse LLP 23.2 - Consent of Counsel is contained in Exhibit 5.1 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 Carson, State of California, on this 22nd day of July, 1997. DUCOMMUN INCORPORATED By: /s/ James S. Heiser ----------------------------- James S. Heiser Vice President, Chief Financial Officer, General Counsel, Secretary and Treasurer 2 3 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed below in the capacities and on the dates indicated. 3
Signature Title Date --------- ----- ---- /s/ Joseph C. Berenato Director, Chief Executive Officer July 22, 1997 - ------------------------------------ and President Joseph C. Berenato (Principal Executive Officer) /s/ James S. Heiser Vice President, Chief Financial Officer, July 22, 1997 - ------------------------------------ General Counsel, Secretary and Treasurer James S. Heiser (Principal Financial Officer) /s/ Samuel D. Williams Vice President and Controller July 22, 1997 - ------------------------------------ (Principal Accounting Officer) Samuel D. Williams /s/ Norman A. Barkeley Chairman of the Board July 22, 1997 - ------------------------------------ Norman A. Barkeley /s/ H. Frederick Christie Director July 22, 1997 - ------------------------------------ H. Frederick Christie /s/ Robert C. Ducommun Director July 22, 1997 - ------------------------------------ Robert C. Ducommun /s/ Kevin S. Moore Director July 22, 1997 - ------------------------------------ Kevin S. Moore /s/ Thomas P. Mullaney Director July 22, 1997 - ------------------------------------ Thomas P. Mullaney /s/ Richard J. Pearson Director July 22, 1997 - ------------------------------------ Richard J. Pearson /s/ Arthur W. Schmutz Director July 22, 1997 - ------------------------------------ Arthur W. Schmutz
1 EXHIBIT 5.1 [LETTERHEAD OF DUCOMMUN INCORPORATED] July 22, 1997 Ducommun Incorporated 23301 South Wilmington Avenue Carson, California 90745 Re: 350,000 Additional Shares Under 1994 Stock Incentive Plan ------------------------------- Gentlemen: You have requested my legal opinion with respect to the 1994 Stock Incentive Plan (the "Plan") covering an additional 350,000 shares of common stock, $.01 par value per share (the "Common Stock") of Ducommun Incorporated (the "Company"), as approved by the Board of Directors of the Company on January 22, 1997 and by the shareholders of the Company on May 7, 1997. For purposes of this opinion, I have examined the Plan, the relevant resolutions of the Board of Directors and of the shareholders of the Company, and the registration statement on Form S-8 proposed to be filed with the Securities and Exchange Commission with respect to the registration of 350,000 additional shares of Common Stock under the Plan. I have also conducted such other legal and factual examinations and inquiries and obtained such certificates and assurances from officers and representatives of the Company as I deemed appropriate under the circumstances. Based upon such examination and subject to the foregoing, I am of the opinion that: 1. The Plan has been duly and validly authorized by the Company under the Delaware General Corporation Law. 2. Shares of Common Stock of the Company, when issued and paid for pursuant to and in accordance with the terms and conditions of the Plan, will be duly and validly issued, fully paid and nonassessable shares of Common Stock of the Company. This opinion is being delivered to the Company in connection with the filing of the registration statement referred to above, and may not be used or relied upon by anyone other than the Company and may not be quoted in whole or in part without my prior written consent. I hereby consent to the filing of this opinion as an exhibit to the registration statement referred to above. Sincerely, /s/ James S. Heiser ------------------------------ James S. Heiser General Counsel
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 13, 1997, which appears on page 28 of the 1996 Annual Report to Shareholders of Ducommun Incorporated, which is incorporated by reference in Ducommun Incorporated's Annual Report on Form 10-K for the year ended December 31,1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 17 of such Annual Report on Form 10-K. /s/ Price Waterhouse - -------------------------- Price Waterhouse Los Angeles, California July 22, 1997