-----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, GjUqzq/vUU3i26aS8HiBPeYN0Xt10IS9ZWZnTB3FHnKtVLffvMsyYF5kHD9HCQ6X F4dv7gk1vGseT50tvw56eA== 0001017062-97-000158.txt : 19970225 0001017062-97-000158.hdr.sgml : 19970225 ACCESSION NUMBER: 0001017062-97-000158 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970205 EFFECTIVENESS DATE: 19970205 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: 333-21189 FILM NUMBER: 97518626 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 FORM S-8 As Filed With the Securities and Exchange Commission on February 5, 1997 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) ------------------- 1995 STOCK INCENTIVE 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 8 pages Exhibit Index is on Page 8 (Facing page continued) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of To Be Registered Registered Per Share (1) Price Registration Fee - ----------------------------------------------------------------------------------------------------- Common Stock, 500,000 $2.00 $1,000,000 $303.03 $.001 par value shares - --------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h)(1), on the basis of the price of securities of the same class as determined in accordance with Rule 457(c), using the average of the high and low prices of the Common Stock of the registrant as reported on the Nasdaq National Market System on February 4, 1997. 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 Form 10-KSB for the period ended July 31, 1996, as amended by its Form 10-KSB/A, Amendment No. 1, containing the audited financial statements of Registrant for its fiscal year ended July 31, 1996. (b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal quarters ended October 31, 1996. (c) The description of the Registrant's Common Stock which is contained in the Registrant's registration statement on Form 8-A filed under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. (d) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the last fiscal quarter covered by the Annual Report on Form 10-KSB, as amended, 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. (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 3 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. 1995 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form SB-2 (Registration No. 33-99244-LA)). 4.2 Amendment to 1995 Stock Incentive Plan adopted January 7, 1997. 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. 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 of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any additional or changed material information on the plan of distribution. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by these paragraphs is incorporated by reference from periodic reports filed by the small business issuer under the Exchange Act. (2) That, for the purpose of determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial bona fide offering. (3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 4 (e) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange 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 small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer 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 31st day of January, 1997. 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 or either of them,as our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) hereto or any related registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall 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 date indicated.
Signature Title Date --------- ----- ---- /s/ MICHAEL FEYGIN Chief Executive Officer, January 24, 1997 - ------------------- President and Director Michael Feygin (Principal Executive Officer) /s/ DAVE T. OKAZAKI Chief Financial Officer and January 23, 1997 - ------------------- Director (Principal Financial and Dave T. Okazaki Accounting Officer) /s/ ROBERT CRANGLE Director January 25, 1997 - ------------------ Robert Crangle
6 /s/ FREDERICK M. HANEY Director January 24, 1997 - ---------------------- Frederick M. Haney /s/ B. ALLEN LAY Director January 23, 1997 - ---------------------- B. Allen Lay
7 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 4.1 Helisys, Inc. 1995 Stock Incentive Plan.* 4.2 Amendment to 1995 Stock Incentive Plan adopted January 7, 1997. 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. 24.1 Power of Attorney (included on the signature page to the Registration Statement)
- ----------- * Incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form SB-2 (Registration No. 33-99244-LA) 8 EX-4.2 2 AMEND TO CO.'S 1995 STOCK INCENTIVE PLAN EXHIBIT 4.2 AMENDMENT TO HELISYS, INC. 1995 STOCK INCENTIVE PLAN January 7, 1997 1. Section 4.1 is amended in its entirety to read as follows: "4.1 SHARES SUBJECT TO THE PLAN. A total of 500,000 shares of Common Stock may be issued under the Plan, subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation, in the event that (a) all or any portion of any Option or Right to Purchase granted or offered under the Plan can no longer under any circumstances be exercised, or (b) any shares of Common Stock are reacquired by the Company pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or Stock Purchase Agreement, the shares of Common Stock allocable to the unexercised portion of such Option or such Right to Purchase, or the shares so reacquired, shall again be available for grant or issuance under the Plan." EX-5.1 3 OPINION OF STRADLING, YOCCA, CARLSON & RAUTH EXHIBIT 5.1 [LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH] February 5, 1997 Helisys, Inc. 24015 Garnier Street Torrance, California 90505 RE: Registration Statement on Form S-8 - 1995 Stock Incentive Plan Ladies and 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 (the "Commission") on February 5, 1997, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 500,000 shares of the Company's Common Stock, $.001 par value per share (the "Common Stock"), issuable under the Company's 1995 Stock Incentive Plan, as amended (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 500,000 shares of Common Stock to be issued under the Plan and against full payment therefor in accordance with the respective terms and conditions of the Plan will be legally and validly issued, fully paid and nonassessable. Helisys, Inc. February 5, 1997 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, STRADLING, YOCCA, CARLSON & RAUTH EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP [LETTERHEAD OF ARTHUR ANDERSEN LLP] EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated November 12, 1996, included in Helisys, Inc.'s Form 10-KSB for the year ended July 31, 1996, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Orange County, California January 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----