-----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, WianVE4wdje7Ntos20va1HQb90opuDkaQr0AZTdYO+e3NnqzC82KsWkvKxYTsuyY KytJtM6R0qstJraLM9nRJA== 0001032210-00-000884.txt : 20000504 0001032210-00-000884.hdr.sgml : 20000504 ACCESSION NUMBER: 0001032210-00-000884 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000503 EFFECTIVENESS DATE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLIR SYSTEMS INC CENTRAL INDEX KEY: 0000354908 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 930708501 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36206 FILM NUMBER: 618524 BUSINESS ADDRESS: STREET 1: 16505 SW 72ND AVE CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: 5036843731 MAIL ADDRESS: STREET 1: 16505 SW 72ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97224 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 3, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------------------------------- FLIR SYSTEMS, INC. (Exact name of registrant as specified in charter) Oregon 93-0708501 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) --------------------------------------- 16505 SW 72nd Avenue, Portland, Oregon 97224 503-684-3731 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------------------------- FLIR SYSTEMS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN --------------------------------------- J. Kenneth Stringer III President and Chief Executive Officer FLIR Systems, Inc. 16505 SW 72nd Avenue, Portland, OR 97224 503-684-3731 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------------------- With copies to: Gregory E. Struxness, Esq. Ater Wynne LLP 222 S.W. Columbia, Suite 1800 Portland, Oregon 97201 (503) 226-1191 --------------------------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================== Title of Proposed Maximum Proposed Maximum Amount of Securities to Be Amount to Be Offering Price Per Aggregate Offering Registration Registered Registered Share (1) Price (1) Fee - -------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share (2)....... 1,500,000 shares $7.63 $11,445,000 $3,021 ==============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Registrant's common stock as reported on the Nasdaq National Market on April 28, 2000. (2) Including associated Preferred Stock Purchase Rights. Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced or traded separately from the Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference into this Registration Statement: (a) Annual Report on Form 10-K for the year ended December 31, 1999 of FLIR Systems, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") on April 14, 2000 (the "Annual Report") and Amendment No. 1 to the Annual Report filed with the SEC on May 1, 2000. (b) Amendment to Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1999 filed with the SEC on May 3, 2000, Amendment to Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1999 filed with the SEC on May 3, 2000 and Amendment to Quarterly Report on Form 10-Q/A for the quarter ended September 30, 1999 filed with the SEC on May 3, 2000. (c) Current Report on Form 8-K of the Company filed with the SEC on February 9, 2000, Current Report on Form 8-K of the Company filed with the SEC on March 6, 2000 and Current Report on Form 8-K of the Company filed with the SEC on April 17, 2000. (d) Registration Statement on Form 8-A of the Company filed with the SEC on June 15, 1993 and Registration Statement on Form 8-A of the Company filed with the SEC on June 11, 1999. (e) All documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and before the date of filing of a post- effective amendment to this Registration Statement stating that all securities offered have been sold or deregistering all securities then remaining unsold. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers As an Oregon corporation the Company is subject to the Oregon Business Corporation Act (the "OBCA") and the exculpation from liability and indemnification provisions contained therein. Pursuant to Section 60.047(2) of the OBCA, Article VI of the Company's Restated Articles of Incorporation (the "Restated Articles") eliminates the liability of the Company's directors to the Company or its shareholders, except for any liability related to breach of the duty of loyalty, actions not in good faith and certain other liabilities. Section 60.387 et seq. of the OBCA allows corporations to indemnify their directors and officers against liability where the director or officer has acted in good faith and with a -2- reasonable belief that actions taken were in the best interests of the corporation or at least not adverse to the corporation's best interests and, if in a criminal proceeding, the individual had no reasonable cause to believe the conduct in question was unlawful. Under the OBCA, corporations may not indemnify against liability in connection with a claim by or in the right of the corporation but may indemnify against the reasonable expenses associated with such claims. Corporations may not indemnify against breaches of the duty of loyalty. The OBCA mandates indemnifications against all reasonable expenses incurred in the successful defense of any claim made or threatened whether or not such claim was by or in the right of the corporation. Finally, a court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer met the good faith and reasonable belief standards of conduct set forth in the statute. The OBCA also provides that the statutory indemnification provisions are not deemed exclusive of any other rights to which directors or officers may be entitled under a corporation's articles of incorporation or bylaws, any agreement, general or specific action of the board of directors, vote of shareholders or otherwise. The Restated Articles require the Company to indemnify its directors and officers to the fullest extent not prohibited by law. The Restated Bylaws of the Company (the "Bylaws") also require the Company to indemnify its directors and officers to the fullest extent permitted by the OBCA. In addition, the Bylaws deem that all rights to indemnification under the Bylaws are deemed to be contractual rights and are to be effective to the same extent as if provided for in a contract between the Company and the director or officer who serves in such capacity. The Company has entered into indemnity agreements with each of its executive officers and directors. Each agreement provides for indemnification of the indemnitee to the fullest extent by law. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Number Description ------ ----------- 4.1 Shareholder Rights Agreement dated as of June 2, 1999 (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form 8-A filed on June 11, 1999) 5.1 Opinion of Ater Wynne LLP as to the legality of the securities being registered -3- 23.1 Consent of Ater Wynne LLP (included in legal opinion filed as Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Ernst & Young LLP 24.0 Powers of Attorney (included in signature page in Part II of the Registration Statement) 99.1 1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement dated April 30, 1999) Item 9. Undertakings (a) The undersigned registrant hereby undertakes 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; (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 subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (b) The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act of 1933, 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. (c) The undersigned registrant hereby undertakes 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. -4- (d) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. (e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 a director, officer or controlling person in connection with 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 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 authorized, in the City of Portland, State of Oregon, on the 2nd day of May, 2000. FLIR SYSTEMS, INC. By /s/ J. Kenneth Stringer III --------------------------------------- J. Kenneth Stringer III President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert P. Daltry and J. Kenneth Stringer III and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign the registration statement filed herewith and any or all amendments to said registration statement (including post-effective amendments), 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 and about the foregoing, as fully to all intents and purposes as he or she 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Witness our hands on the date set forth below. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 2, 2000. [Signatures on following page] -6- Signature Title --------- ----- /s/ J. Kenneth Stringer III President, Chief Executive Officer and Director - --------------------------- (Principal Executive Officer) J. Kenneth Stringer III /s/ Steven M. Bailey Senior Vice President, Finance and Chief Financial - --------------------------- Officer (Principal Financial and Accounting Steven M. Bailey Officer) /s/ Robert P. Daltry Chairman of the Board - --------------------------- Robert P. Daltry /s/ John C. Hart Director - --------------------------- John C. Hart /s/ Ronald L. Turner Director - --------------------------- Ronald L. Turner /s/ W. Allen Reed Director - --------------------------- W. Allen Reed /s/ Earl R. Lewis Director - --------------------------- Earl R. Lewis /s/ Steven E. Wynne Director - --------------------------- Steven E. Wynne -7- INDEX TO EXHIBITS Exhibit Page Number Exhibit No. - ------- ------- ---- 4.1 Shareholder Rights Agreement dated as of June 2, 1999 (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form 8-A filed on June 11, 1999) 5.1 Opinion of Ater Wynne LLP as to the legality of the securities being registered 23.1 Consent of Ater Wynne LLP (included in legal opinion filed as Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Ernst & Young LLP 24.0 Powers of Attorney (included in signature page in Part II of the Registration Statement) 99.1 1999 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Company's Proxy Statement dated April 30, 1999) -8- EX-5.1 2 OPINION OF ATER WYNNE LLP Exhibit 5.1 ATER WYNNE LLP 222 S.W. Columbia, Suite 1800 Portland, Oregon 97201 (503)226-1191 (phone) (503)226-0079 (fax) May 2, 2000 Board of Directors FLIR Systems, Inc. 16505 SW 72nd Avenue Portland, OR 97224 Gentlemen: In connection with the registration of 1,500,000 shares of common stock, par value $.01 per share (the "Common Stock"), of FLIR Systems, Inc., an Oregon corporation (the "Company"), under the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on May 3, 2000, and the proposed offer and sale of the Common Stock pursuant to the terms of the Company's 1999 Employee Stock Purchase Plan (the "Plan") we have examined such corporate records, certificates of public officials and officers of the Company and other documents as we have considered necessary or proper for the purpose of this opinion. Based on the foregoing and having regard to legal issues which we deem relevant, it is our opinion that the shares of Common Stock to be offered pursuant to the Plan when such shares have been delivered against payment therefor as contemplated by the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the above- mentioned registration statement. Very truly yours, /s/ Ater Wynne LLP Ater Wynne LLP EX-23.2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 14, 2000 relating to the financial statements and financial statement schedule of FLIR Systems, Inc. which appears in FLIR Systems, Inc.'s Annual Report on Form 10-K for the year ended December 31,1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Portland, Oregon April 28, 2000 EX-23.3 4 CONSENT OF ERNST & YOUNG LLP Exhibit 23.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS ------------------------------------------------- We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1999 Employee Stock Purchase Plan of FLIR Systems, Inc. of our report dated February 19, 1999, with respect to the consolidated financial statements and schedule of Inframetrics, Inc. included (not presented separately) in the Annual Report (Form 10-K) of FLIR Systems, Inc. for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Boston, Massachusetts April 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----