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

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

1998 STOCK INCENTIVE 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, $.05		1,434,318	$	4.53	$	6,497,461	$	597.77
par value	shares
Common Stock, $.05		1,025,682	$	21.62	$	22,175,245	$	2,040.12
par value	shares

(1) An aggregate of 1,500,000 shares of Common Stock were available for issuance under the 1998 Stock Incentive Plan (plus an amount of shares pursuant to the anti-dilution adjustment provisions of the 1998 Stock Incentive Plan as a result of the Registrant's 10% Dividend effected in May 2001) and were registered on Registration Statement on Form S-8 filed on September 25, 1998 (Registration No. 333-64289). Micro General Corporation is registering on this Registration Statement 2,460,000 additional shares of Common Stock available for issuance under the 1998 Stock Incentive Plan. Also registered hereunder are an indeterminate number of shares which may become issuable pursuant to anti-dilution adjustments under the provisions of the 1998 Stock Incentive Plan for future issuances of securities of Micro General.

(2) In accordance with Rule 457(h), the aggregate offering price of the 1,025,682 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 by 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 1,434,318 shares of Common Stock issuable upon the exercise of options already granted under stock option agreements is based on the weighted average exercise price at the date of grant which is $4.53.

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TABLE OF CONTENTS

EXHIBIT 5.1

EXHIBIT 23.2

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This registration statement relates to the Micro General 1998 Stock Incentive Plan (the “Plan”). Initially, an aggregate of 1,500,000 shares of Common Stock (plus an amount of shares pursuant to the anti-dilution adjustment provisions of the Plan as described below) were available for grant under the Plan and were registered on this form on September 25, 1998 (Reg. No. 333-64289). The number of authorized shares was increased by 2,460,000 shares as a result of the following: (i) an increase of 1,650,000 shares (as adjusted for the 10% stock dividend of Micro General Common Stock effected in May 2001 (the “10% Dividend”)) approved by the Board of Directors and the stockholders of Micro General at the 1999 Annual Meeting; (iii) an automatic annual increase of 330,000 shares (as adjusted for the 10% Dividend) after the 2000 Annual Meeting; (iv) an automatic annual increase of 330,000 shares (as adjusted for the 10% Dividend) after the 2001 Annual Meeting; and (v) an increase of 150,000 shares pursuant to an anti-dilution adjustment to the initial 1,500,000 authorized shares as a result of the 10% Dividend.

Item 3.   Incorporation of Documents by Reference.

         The contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-64289) are incorporated herein by reference.

Item 8.   Exhibits.

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 KPMG LLP, Independent Auditors.
24.1	Power of Attorney (included on the signature page to the Registration Statement).

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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

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Signature	Title	Date
/s/ William P. Foley, II William P. Foley, II	Director	May 23, 2002
/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

Exhibit		Sequential
Number	Description	Page Number
5.1	Opinion of Stradling Yocca Carlson & Rauth.	7
23.1	Consent of Stradling Yocca Carlson & Rauth (Included in Exhibit 5.1)	7
23.2	Consent of KPMG LLP, Independent Auditors.	8
24.1	Power of Attorney (included on the signature page to the Registration Statement)	4

6 EX-5.1 3 a81928ex5-1.txt EXHIBIT 5.1 Exhibit 5.1 [STRADLING YOCCA CARLSON AND RAUTH LETTERHEAD] May 23, 2002 Micro General Corporation 2510 N. Red Hill Avenue, 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, of an additional 2,460,000 shares of the Company's common stock, $0.05 par value ("Common Stock"), issuable under the Company's 1998 Stock Incentive 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. 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 2,460,000 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. 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 a81928ex23-2.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

                                                                     Exhibit 5.1

                 [STRADLING YOCCA CARLSON AND RAUTH LETTERHEAD]




                                  May 23, 2002


Micro General Corporation
2510 N. Red Hill Avenue, 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, of an additional 2,460,000 shares of the Company's
common stock, $0.05 par value ("Common Stock"), issuable under the Company's
1998 Stock Incentive 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. 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 2,460,000
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.

                  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