S-8

As Filed With the Securities and Exchange Commission on May 23, 2002

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

MICRO GENERAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	95-2621545
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2510 N. Red Hill Avenue, Suite 230, Santa Ana, California 92705
(Address of Principal Executive Offices)

1995 STOCK OPTION PLAN
(Full title of the plan)

John R. Snedegar
President and Chief Executive Officer
Micro General Corporation
2510 N. Red Hill Avenue, Suite 230
Santa Ana, California 92705
(Name and address of agent for service)

(949) 622-4444
(Telephone number, including area code, of agent for service)

Copy to:
C. Craig Carlson, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities	Amount To Be		Offering Price Per		Aggregate Offering		Amount Of
To Be Registered	Registered (1)		Share (2)		Price (2)		Registration Fee
Common Stock,		16,500	$	1.1909	$	19,649	$	1.80
$.05 par value	shares
Common Stock,		177,470	$	21.62	$	3,836,901	$	353.00
$.05 par value	shares

(1)

Also registered hereunder are an indeterminate number of shares which may become issuable pursuant to the anti-dilution adjustment provisions of the Registrant’s 1995 Stock Incentive Plan.

(2)

In accordance with Rule 457(h), the aggregate offering price of the 177,470 shares of Common Stock registered hereby is estimated, solely for purposes of calculating the registration fee, 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 reported on The Nasdaq National Market for the Common Stock on May 20, 2002, which was $21.62 per share. The calculation of the registration fee for the 16,500 shares of Common Stock issuable upon exercise of options already granted under stock option agreements is based on the weighted average exercise price at the date of grant, which is $1.1909.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.2

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents, which have been filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference:

         (a)  The Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2001.

         (b)  The Registrant’s Current Report on Form 8-K/A, filed on February 26, 2002, amending the Current Report on Form 8-K filed on December 19, 2001, and the Current Report on Form 8-K filed on January 16, 2002, as amended by Form 8-K/A filed on January 25, 2002.

         (c)  The description of the Registrant’s common stock, par value $.05 per share (the “Common Stock”), contained in the Registrant’s Registration Statement on Form 10 filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

         (d)  The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002

         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 which indicates that all securities offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any 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)  Section 145 of the Delaware General Corporation Law makes provision for the indemnification of officers and directors in terms sufficiently broad to include indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “1933 Act”). Section 145 of the Delaware General Corporation law permits indemnification by the corporation of its officers and directors against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with actions or proceedings against them if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. Section 145 provides that no indemnification may be made, however, without court approval, in respect of any claim as to which the officer or director is adjudged to be liable to the corporation. Such indemnification provisions of Delaware law are expressly not exclusive of any other rights which the officers or directors may have under the corporation’s by-laws or agreements, pursuant to the vote of stockholders or disinterested directors or otherwise.

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         (b)  The Certificate of Incorporation, as amended, of the Registrant provides that the Registrant will, to the maximum extent permitted by law, indemnify each of its officers and directors against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was a director or officer of the Registrant. The Company also carries directors and officers liability insurance.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         The following exhibits are filed as part of this Registration Statement:

Number	Description
4.1	1995 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Micro General's Annual Report on Form 10-K405 filed with the Securities and Exchange Commission on April 1, 2002)
5.1	Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Counsel to the Registrant.
23.1	Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1)
23.2	Consent of KPMG LLP, independent auditors.
24.1	Power of Attorney (included on signature page to the Registration Statement at page 5)

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 this 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.

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         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 contained in periodic reports filed 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 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.

         (c)  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 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 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.

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on the 23rd day of May, 2002.

MICRO GENERAL CORPORATION
By:	/s/ John R. Snedegar
	John R. Snedegar President and Chief Executive Officer

POWER OF ATTORNEY

         We, the undersigned directors and officers of Micro General Corporation do hereby constitute and appoint John R. Snedegar and Dale W. Christensen, or either of them, our true and lawful attorneys-in-fact and agents, each with full power to sign for us or any of us in our names and in any and all capacities, any and all amendments (including post-effective amendments) to this Registration Statement, 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 to file the same, with all exhibits thereto and other documents required in connection therewith, and each of them with full power to do any and all acts and things in our names and in any and all capacities, which such attorneys-in-fact and agents, or either of them, may deem necessary or advisable to enable Micro General 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; and we hereby do ratify and confirm all that the such attorneys-in-fact 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 dates indicated.

Signature	Title	Date
/s/ John R. Snedegar John R. Snedegar	President, Chief Executive Officer and Director	May 23, 2002
/s/ Dale W. Christensen Dale W. Christensen	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 23, 2002
/s/ William P. Foley, II William P. Foley, II	Director	May 23, 2002

5

Signature	Title	Date
/s/ Patrick F. Stone Patrick F. Stone	Director	May 23, 2002
/s/ Dwayne Walker Dwayne Walker	Director	May 23, 2002
/s/ John M. McGraw John M. McGraw	Director	May 23, 2002
/s/ Richard H. Pickup Richard H. Pickup	Director	May 23, 2002
/s/ Carl A. Strunk Carl A. Strunk	Director	May 23, 2002

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EXHIBIT INDEX

		Sequential
Number	Description	Page Number
4.1	1995 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Micro General’s Annual Report on Form 10-K405 filed with the Securities and Exchange Commission on April 1, 2002)
5.1	Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Counsel to the Registrant.		8
23.1	Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1)		8
23.2	Consent of KPMG LLP, independent auditors.		9
24.1	Power of Attorney (included on signature page to the Registration Statement at page 5)		5

7 EX-5.1 3 a81927ex5-1.txt EXHIBIT 5.1 [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD] Exhibit 5.1 May 23, 2002 Micro General Corporation 2510 N. Red Hill, Suite 230 Santa Ana, California 92705 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 Micro General Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 177,470 shares of the Company's common stock, $0.05 par value, reserved for issuance pursuant to future option grants under the Company's 1995 Stock Option Plan (the "Plan") and 16,500 shares of Common Stock issuable upon exercise of outstanding option grants under the Plan (collectively, the "Shares"). We understand that the Shares are the only securities being registered under the Registration Statement. We do not opine on the offer, sale or delivery of any shares of Common Stock or securities of the Company other than the Shares and our opinion is expressly qualified by the legal effects of the offer, sale and delivery of any such other shares or securities. 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 Shares. As to questions of fact material to our opinion, we have relied upon the representations of officers of the Company. Based on the foregoing, it is our opinion that the issuance of the Shares against full payment in accordance with the respective terms and conditions of the Plan will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Stradling Yocca Carlson & Rauth EX-23.2 4 a81927ex23-2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Micro General Corporation: We consent to the incorporation by reference in this registration statement being filed on May 23, 2002 on Form S-8 of Micro General Corporation of our report dated February 27, 2002, relating to the consolidated balance sheets of Micro General Corporation as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, and the related schedule, which report appears in the December 31, 2001 annual report on Form 10-K/A of Micro General Corporation. Our report refers to a change in accounting principle for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001. /s/ KPMG LLP Los Angeles, California May 23, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                  [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]


                                                                     Exhibit 5.1


                                   May 23, 2002


Micro General Corporation
2510 N. Red Hill, Suite 230
Santa Ana, California 92705

            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 Micro General
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 177,470 shares of the Company's
common stock, $0.05 par value, reserved for issuance pursuant to future option
grants under the Company's 1995 Stock Option Plan (the "Plan") and 16,500 shares
of Common Stock issuable upon exercise of outstanding option grants under the
Plan (collectively, the "Shares"). We understand that the Shares are the only
securities being registered under the Registration Statement. We do not opine on
the offer, sale or delivery of any shares of Common Stock or securities of the
Company other than the Shares and our opinion is expressly qualified by the
legal effects of the offer, sale and delivery of any such other shares or
securities.

            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 Shares. As to
questions of fact material to our opinion, we have relied upon the
representations of officers of the Company.

            Based on the foregoing, it is our opinion that the issuance of the
Shares against full payment in accordance with the respective terms and
conditions of the Plan will be legally and validly issued, fully paid and
nonassessable.

            We consent to the use of this opinion as an exhibit to the
Registration Statement.

                                    Very truly yours,

                                    /s/ Stradling Yocca Carlson & Rauth

EX-23.2

                                                                    Exhibit 23.2


                        CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Micro General Corporation:


     We consent to the incorporation by reference in this registration statement
being filed on May 23, 2002 on Form S-8 of Micro General Corporation of our
report dated February 27, 2002, relating to the consolidated balance sheets of
Micro General Corporation as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 2001, and the
related schedule, which report appears in the December 31, 2001 annual report on
Form 10-K/A of Micro General Corporation. Our report refers to a change in
accounting principle for goodwill and intangible assets resulting from business
combinations consummated after June 30, 2001.


/s/ KPMG LLP


Los Angeles, California
May 23, 2002