-----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, Q4kIarSm7jdYSY+YQKuuuiP7JQlonc0S1sVPhBvQUMvvUq3foqv41//vKqyEXgpc lkTHqQ1wqO0LhJQ4PQQeVQ== 0001017062-96-000003.txt : 19960701 0001017062-96-000003.hdr.sgml : 19960701 ACCESSION NUMBER: 0001017062-96-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960628 EFFECTIVENESS DATE: 19960717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELISYS INC CENTRAL INDEX KEY: 0001003641 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 363496766 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07053 FILM NUMBER: 96587513 BUSINESS ADDRESS: STREET 1: 24015 GARNIER ST CITY: TORRANCE STATE: CA ZIP: 90505 BUSINESS PHONE: 3108910600 MAIL ADDRESS: STREET 1: 24015 GARNIER STREET CITY: TORRANCE STATE: CA ZIP: 90505 S-8 1 S-8 / EMPLOYEE STOCK PURCHASE PLAN 6-27-96 As Filed With the Securities and Exchange Commission on June 28, 1996 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- HELISYS, INC. (Exact name of registrant as specified in its charter) Delaware 95-4552813 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 24015 Garnier Street, Torrance, California 90505 (Address of Principal Executive Offices) ------------------------- EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ------------------------ Dave T. Okazaki Chief Financial Officer Helisys, Inc. 24015 Garnier Street Torrance, California 90505 (Name and address of agent for service) (310) 891-0600 (Telephone number, including area code, of agent for service) Copy to: Nick E. Yocca, Esq. Stradling, Yocca, Carlson & Rauth, A Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 (Facing page continued on next page) This document contains 12 pages Exhibit Index is on Page 8 (Facing page continued) CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Securites Amount To Be Offering Price Aggregate Offering Amount Of To Be Registered Registered Per Share (1) Price (1) Registration Fee - ------------------ ------------ ---------------- ------------------ ---------------- Common Stock, 100,000 $3.50 $350,000 $120.69 $.001 par value shares - -----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Registration Statement on Form SB-2, Registration No. 33-99244-LA (the "Registration Statement") and the final prospectus filed with respect thereto pursuant to Rule 424(b) of the Securities Act of 1933 (the "Securities Act"), containing audited financial statements of Registrant for its fiscal year ended July 31, 1995. (b) The description of the Registrant's Common Stock which is contained in the Registrant's registration statement on Form 8-A filed under the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. (c) The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarters ended January 31, 1996 and April 30, 1996. (d) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the last fiscal quarter covered by the Registration Statement referred to in (a) above. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment to the registration statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document which is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- (a) As permitted by the Delaware General Corporation Law, the Registrant's Certificate of Incorporation, as amended, eliminates the liability of directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent otherwise required by the Delaware General Corporation Law. 3 (b) The Registrant's Certificate of Incorporation, as amended, provides that the Registrant will indemnify each person who was or is made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Registrant against all expense, liability and loss reasonably incurred or suffered by such person in connection therewith to the fullest extent authorized by the Delaware General Corporation Law. The Registrant's Bylaws provide for a similar indemnity to directors and officers of the Registrant to the fullest extent authorized by the Delaware General Corporation Law. (c) The Registrant's Certificate of Incorporation, as amended, also gives the Registrant the ability to enter into indemnification agreements with each of its directors and officers. The Registrant has entered into indemnification agreements with each of its directors and officers, which provide for the indemnification of such directors and officers against any and all expenses, judgments, fines, penalties and amounts paid in settlement, to the fullest extent permitted by law. Item 7. Exemption from Registration Claimed. ----------------------------------- Not Applicable. Item 8. Exhibits. -------- 4.1 Helisys, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form SB- 2 (Registration No. 33-99244-LA)). 5.1 Opinion of Stradling, Yocca, Carlson & Rauth. 23.1 Consent of Stradling, Yocca, Carlson & Rauth (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of BDO Seidman, LLP. 24.1 Power of Attorney (included on the signature page to the Registration Statement). Item 9. Undertakings. ------------ (a) 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; (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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or 4 furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (h) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. 5 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 Torrance, State of California, on the 27th day of June, 1996. HELISYS, INC. By: /s/ MICHAEL FEYGIN ------------------------------------- Michael Feygin President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Helisys, Inc., do hereby constitute and appoint Michael Feygin or Dave T. Okazaki either of them, our true and lawful attorneys-in-fact and agents, each 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 to this Registration Statement, and to file the same, with 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 are necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - ---------------------- ---------------------------------- ------------- /s/ MICHAEL FEYGIN Chief Executive Officer, President June 27, 1996 - ---------------------- and Director (principal executive Michael Feygin officer) /s/ DAVE T. OKAZAKI Chief Financial Officer June 27, 1996 - ---------------------- (principal financial and Dave T. Okazaki accounting officer) /s/ ROBERT CRANGLE Director June 27, 1996 - ---------------------- Robert Crangle
6 /s/ LOUIS A. DELMONICO Director June 27, 1996 - ---------------------- Louis A. Delmonico /s/ FREDERICK M. HANEY Director June 27, 1996 - ---------------------- Frederick M. Haney
7 EXHIBIT INDEX
Exhibit Sequential Number Description Page Number - ---------- --------------------------------------------------------------------- ----------- 4.1 Helisys, Inc. Employee Stock Purchase Plan.* 5.1 Opinion of Stradling, Yocca, Carlson & Rauth. 9 23.1 Consent of Stradling, Yocca, Carlson & Rauth (Included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 11 23.3 Consent of BDO Seidman, LLP. 12 24.1 Power of Attorney (included on the signature page to the Registration Statement) - -------------------------
* Incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form SB-2 (Registration No. 33-99244-LA) 8 EX-5.1 2 OPINION - STRADLING YOCCA CARLSON & RAUTH EXHIBIT 5.1 [LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH] June 27, 1996 Helisys, Inc. 24015 Garnier Street Torrance, California 90505 RE: Registration Statement on Form S-8 Gentlemen: At your request, we have examined the form of Registration Statement on Form S-8 (the "Registration Statement") being filed by Helisys, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 100,000 shares of the Company's common stock, $.001 par value ("Common Stock"), issuable under the Company's Employee Stock Purchase Plan (the "Plan"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that the 100,000 shares of Common Stock to be issued under the Plan against full payment in accordance with the respective terms and conditions of the Plan will be legally and validly issued, fully paid and nonassessable. Helisys, Inc. June 27, 1996 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Stradling, Yocca, Carlson & Rauth STRADLING, YOCCA, CARLSON & RAUTH EX-23.2 3 CONSENT - ARTHUR ANDERSEN EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated November 1, 1995, except with respect to the matter discussed in Note 14, as to which the date is January 10, 1996 (and to all references to our Firm) included in or made a part of this Registration Statement on Form S-8. /s/ ARTHUR ANDERSEN LLP ----------------------- ARTHUR ANDERSEN LLP Orange County, California June 27, 1996 EX-23.3 4 CONSENT - BDO SEIDMAN EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors Helisys, Inc. We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated October 7, 1994, relating to the financial statements of Helisys, Inc., which are contained in that prospectus. We also consent to the reference to us under the captions "Selected Financial Data" and "Experts" in the Prospectus. /s/ BDO SEIDMAN, LLP -------------------- BDO SEIDMAN, LLP Los Angeles, California June 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----