-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bq6EIU4K3afNH3oxD0rAKv8g6eiVz8hCjFd+zGbaTnTiLnbZkUthSocs1Nixi7o2 xNo4Rl+Mr7biFOnpg8cZQA== 0001001289-97-000006.txt : 19970630 0001001289-97-000006.hdr.sgml : 19970630 ACCESSION NUMBER: 0001001289-97-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUMISYS INC \DE\ CENTRAL INDEX KEY: 0001001289 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770133232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30117 FILM NUMBER: 97630745 BUSINESS ADDRESS: STREET 1: 225 HUMBOLDT CT CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087336565 MAIL ADDRESS: STREET 1: 225 HUMBOLDT CT CITY: SUNNYVALE STATE: CA ZIP: 94089 S-8 1 As filed with the Securities and Exchange Commission on June 27, 1997 Registration No. 333- _____________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- LUMISYS INCORPORATED (Exact name of registrant as specified in its charter) -------------------------- Delaware 77-0133232 (State of Incorporation) (I.R.S. Employer Identification No.) -------------------------- 225 Humboldt Court Sunnyvale, CA 94089 (408) 733-6565 (Address of principal executive offices) -------------------------- 1995 STOCK OPTION PLAN (Full title of the plans) Craig L. Klosterman Chief Financial and Operating Officer Lumisys Incorporated 225 Humboldt Court Sunnyvale, CA 94089 (408) 733-6565 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- Copies to: Andrei M. Manoliu, Esq. Lana K. Hawkins, Esq. Cooley Godward LLP Five Palo Alto Square Palo Alto, CA 94306 (415) 843-5000 -------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Amount to Maximum Maximum Amoount of Securities be Offering Price Aggregate Registration to be Registered Registered Per Share (1) Offering Price(1) Fee - ----------------- ---------- -------------- ----------------- ---------- Stock options and 200,000 $6.94 $1,388,000 $420.60 Common Stock (par value $.001) (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the closing price of Registrant's Common Stock on June 24, 1997 as reported on the NASDAQ National Market System. -------------------------- INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 33-80253 The contents of Registration Statement on Form S-8 No. 33-80253 filed with the Securities and Exchange Commission on December 11, 1995 are incorporated by reference herein. EXHIBITS Exhibit Number 5.1 Opinion of Cooley Godward LLP 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24 Power of Attorney is contained on the signature page. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California, as of June 27, 1997. LUMISYS INCORPORATED /s/ Craig L. Klosterman ----------------------------- Craig L. Klosterman Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen J. Weiss and Craig L. Klosterman and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Stephen J. Weiss President, Chief Executive Officer June 27, 1997 - --------------------------- and Director Stephen J. Weiss (Principal Executive Officer) /s/Craig L. Klosterman Chief Financial Officer and June 27, 1997 - --------------------------- Operating Officer Craig L. Klosterman (Principal Financial Officer) /s/Douglas G. DeVivo, Ph.D. Chairman of the Board June 27, 1997 - --------------------------- Douglas G. DeVivo, Ph.D. /s/C. Richard Kramlich Director June 27, 1997 - --------------------------- C. Richard Kramlich /s/Matthew D. Miller, Ph.D. Director June 27, 1997 - --------------------------- Matthew D. Miller, Ph.D. /s/Austin E. Vanchieri Director June 27, 1997 - --------------------------- Austin E. Vanchieri EXHIBIT INDEX Exhibit Number Description 5.1 Opinion of Cooley Godward LLP 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24 Power of Attorney is contained on the signature page. EXHIBIT 5.1 OPINION OF COOLEY GODWARD LLP ANDREI M. MANOLIU 415 843-5048 manoliuam@cooley.com June 27, 1997 Lumisys Incorporated 225 Humboldt Court Sunnyvale, CA 94089 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Lumisys Incorporated (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 200,000 shares of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1995 Stock Option Plan, as amended (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP /s/ Andrei M. Manoliu - ---------------------- Andrei M. Manoliu EXHIBIT 23.1 CONSENT OF PRICE WATERHOUSE LLP We hereby consent to the incorporation by reference in this Registration Form S-8 of our report dated January 22, 1997, which appears on page 19 of the 1996 Annual Report to Shareholders of Lumisys Incorporated, which is incorporated by reference in Lumisys 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 Schedules, which appears on page 19 of such Annual Report on Form 10-K. /s/ Price Waterhouse LLP - --------------------------- Price Waterhouse LLP San Jose, California June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----