-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, R/RuxPp0liU4yFYVc3YbsY95j31RtOVeoaPlRT9i1xjTeSuegobyXRg8Mx9wcwO6 0fSLtqUnbXrBLsPqsHZ4eg== 0000898430-94-000716.txt : 19941004 0000898430-94-000716.hdr.sgml : 19941004 ACCESSION NUMBER: 0000898430-94-000716 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941003 EFFECTIVENESS DATE: 19941022 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROPOLIS CORP CENTRAL INDEX KEY: 0000718865 STANDARD INDUSTRIAL CLASSIFICATION: 3572 IRS NUMBER: 953093858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55737 FILM NUMBER: 94551246 BUSINESS ADDRESS: STREET 1: 21211 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187093300 MAIL ADDRESS: STREET 1: 21211 NORDHOFF STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1994 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ____________ MICROPOLIS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-3093858 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 21211 Nordhoff Street Chatsworth, California 91311 (Address of principal executive offices) (Zip Code) ____________ THE STOCK OPTION PLAN FOR EXECUTIVE AND KEY EMPLOYEES OF MICROPOLIS CORPORATION AND THE STOCK OPTION PLAN FOR DIRECTORS OF MICROPOLIS CORPORATION ____________ Copy to: DALE J. BARTOS Senior Vice President - Finance BRIAN G. CARTWRIGHT, ESQ. and Chief Financial Officer Latham & Watkins Micropolis Corporation 633 West Fifth Street 21211 Nordhoff Street Suite 4000 Chatsworth, California 91311 Los Angeles, California 90071 (818) 709-3300 (213) 485-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) Calculation of Registration Fee
========================================================================================== Proposed Amount Proposed Maximum of Shares Maximum Aggregate Amount of Title of Each Class of to be Offering Price Offering Registration Securities to be Registered Registered Per Share (2) Price Fee (2) ========================================================================================== Common Stock $1.00 par value(1) 500,000 $6-7/16 $3,218,750 $1,209.91 Preferred Share Purchase Rights(3) 500,000 (3) (3) (3)
(Cover continued on next page) (1) The Stock Option Plan for Executive and Key Employees of Micropolis Corporation (the "Employee Plan") authorizes the issuance of a maximum of 2,400,000 shares. However, 2,000,000 of the shares that may ultimately be issued upon exercise of options under the Employee Plan have already been registered pursuant to Form S-8 Registration Statements Nos. 33-64706, 33-22619, 33-29469 and 33-42454. The Stock Option Plan for Directors of Micropolis Corporation (the "Director Plan") authorizes the issuance of a maximum of 300,000 shares. However, 200,000 of the shares that may ultimately be issued upon exercise of options under the Director Plan have already been registered pursuant to Form S-8 Registration Statement No. 33- 50204. (2) Pursuant to Rule 457(c), the proposed maximum offering price per share and the amount of the registration fee are based upon the average of the high and low prices for the Company's Common Stock in the over-the-counter market, as reported on the NASDAQ National Market System on [date within 5 business days of filing date]. (3) Rights are attached to and trade with Common Stock of the Company. The value attributable to such Rights, if any, is reflected in the market price of the Common Stock, and the full fee based on such market price is being paid. 2 PART I This Registration Statement covers additional securities registered for issuance under The Stock Option Plan for Executive and Key Employees of Micropolis Corporation. The contents of the prior Form S-8 Registration Statements of Micropolis Corporation relating to said plan, Nos. 33-64706, 33- 22619, 33-29469 and 33-42454, are incorporated herein by reference. This Registration Statement also covers additional securities registered for issuance under The Stock Option Plan for Directors of Micropolis Corporation. The contents of the prior Form S-8 Registration Statement of Micropolis Corporation relating to said plan, No. 33-50204, is incorporated herein by reference. PART II Item 3. Incorporation of Documents by Reference The following documents filed with the Commission by Micropolis Corporation, a Delaware corporation (the "Company"), are incorporated as of their respective dates in this Registration Statement by reference: A. The Company's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 1993; B. All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since December 31, 1993; and C. Description of the Company's Common Stock contained in the Company's Registration Statement on Form S-3 filed with the Commission on March 15, 1991 (No. 33-39411). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement 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 8. Exhibits 5.1 Opinion of Latham & Watkins 23.1 Consent of Ernst & Young 23.2 Consent of Latham & Watkins (included in Exhibit 5.1) 24 Power of Attorney (page 4) 3 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 Chatsworth, California, on this 9th day of September, 1994. MICROPOLIS CORPORATION By: /s/ Dale J. Bartos ------------------ Dale J. Bartos Senior Vice President - Finance and Chief Financial Officer 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. Each person whose signature appears below hereby authorizes Stuart P. Mabon and Dale J. Bartos, or either of them, as attorney-in-fact, with full power of substitution, to sign on his behalf, individually and in such capacity stated below, and to file any amendments, including post-effective amendments or supplements, to this Registration Statement.
Signature Title Date --------- ----- ---- /s/ Stuart P. Mabon President, Chairman of the September 30, 1994 - ------------------------ Board and Director (Principal Stuart P. Mabon Executive Officer) /s/ Dale J. Bartos Senior Vice President - Finance September 30, 1994 - ------------------------ and Chief Financial Officer Dale J. Bartos (Principal Financial Officer) /s/ Thomas S. Burns Controller (Principal September 30, 1994 - ------------------------ Accounting Officer) Thomas S. Burns /s/ Ericson M. Dunstan Director September 30, 1994 - ------------------------ Ericson M. Dunstan /s/ J. Burgess Jamieson Director September 30, 1994 - ------------------------ J. Burgess Jamieson /s/ Theodore J. Smith Director September 30, 1994 - ------------------------ Theodore J. Smith
4 INDEX TO EXHIBITS EXHIBIT PAGE - ------- ---- 5.1 Opinion of Latham & Watkins 6 23.1 Consent of Independent Auditors 7 5 EX-5.1 2 OPINION OF LATHAM & WATKINS [Letterhead of Latham & Watkins] Exhibit 5.1 September 30, 1994 Micropolis Corporation 21211 Nordhoff Street Chatsworth, California 91311 Re: Micropolis Corporation Common Stock par value $1.00 per share ------------------------- Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement"), which you intend to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 500,000 shares of Common Stock, par value $1.00 per share (the "Shares"), to be sold by Micropolis Corporation (the "Company") under The Stock Option Plan for Executive and Key Employees of Micropolis Corporation (the "Employee Plan") and The Stock Option Plan for Directors of Micropolis Corporation (the "Director Plan"). We are familiar with the proceedings undertaken in connection with the authorization, issuance and sale of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and upon the issuance of the Shares under the terms of the Plan and delivery and payment therefor of legal consideration in excess of the aggregate par value of the Shares issued, the Shares will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ LATHAM & WATKINS EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 ------------ CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Stock Option Plan for Executive and Key Employees of Micropolis Corporation and the Stock Option Plan for Directors of Micropolis Corporation of our report dated January 28, 1994, with respect to the consolidated financial statements and schedules of Micropolis Corporation included and incorporated by reference in its Annual Report (Form 10-K), for the year ended December 31, 1993, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Los Angeles, California September 30, 1994 -----END PRIVACY-ENHANCED MESSAGE-----