S-8 1 ds8.htm FORM S-8 Form S-8
As filed with the Securities and Exchange Commission on November 12, 2002
Registration No. 333-          
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
 
PLANAR SYSTEMS, INC.
(Exact name of registrant as specified in charter)
 
Oregon
   
93-0835396
(State or other jurisdiction of
incorporation or organization)
   
(IRS Employer
Identification Number)
 
 
1195 N.W. Compton Drive, Beaverton, Oregon 97006; (503) 748-1100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Planar Systems, Inc. 1996 Stock Incentive Plan
(Full title of the Plan)
 
 
Balaji Krishnamurthy
President and Chief Executive Officer
Planar Systems, Inc.
1195 N.W. Compton Drive, Beaverton, Oregon 97006
(503) 748-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
With copies to:
 
Gregory E. Struxness, Esq.
Gordon O. Jesperson, Esq.
Ater Wynne LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503) 226-1191
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to Be Registered
  
Amount
to Be
Registered
     
Proposed
Maximum
Offering Price
Per Share (1)
   
Proposed
Maximum
Aggregate
Offering Price (1)
   
Amount of
Registration Fee
Common Stock, no par value per share (2)
  
900,000 shares
     
$
17.52
   
$
15,768,000
   
$
1,450.66
(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 System on November 11, 2002.
(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.
 

EXPLANATORY NOTE
 
This Registration Statement is being filed pursuant to Instruction E of Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to register an additional 900,000 shares of Planar Systems, Inc. common stock issuable pursuant to its 1996 Stock Incentive Plan. This Registration Statement includes a facing page, this page, the signature page, an Exhibit Index, and Exhibit 5 Legal Opinion, and an accountant’s consent. Pursuant to Instruction E, the content of Planar’s Registration Statement on Form S-8 (No. 333-45191), including the exhibits thereto, are incorporated by reference into this Registration Statement. All previously registered shares may be issued pursuant to Planar’s 1996 Stock Incentive Plan.
 
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 Beaverton, State of Oregon, on November 11, 2002.
 
PLANAR SYSTEMS, INC.
By:
  
/s/ Balaji Krishnamurthy
   
Balaji Krishnamurthy
President and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Balaji Krishnamurthy and William D. Walker, 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.
 
[Signatures on following page]

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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of November 11, 2002.
 
/s/    BALAJI KRISHNAMURTHY
Balaji Krishnamurthy
   
President, Chief Executive Officer, Director
(Principal Executive Officer)
/s/    STEVE BUHALY
Steve Buhaly
   
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/    WILLIAM D. WALKER
William D. Walker
   
Chairman of the Board
/s/    CARL W. NEUN
Carl W. Neun
   
Director
/s/    HEINRICH STENGER
Heinrich Stenger
   
Director
/s/    E. KAY STEPP
E. Kay Stepp
   
Director
/s/    GREGORY H. TURNBULL
Gregory H. Turnbull
   
Director
/s/    STEVEN E. WYNNE
Steven E. Wynne
   
Director

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INDEX TO EXHIBITS
 
Exhibit
Number
   
Exhibit
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 KPMG LLP
24.1
   
Powers of Attorney (included in signature page of the Registration Statement)
99.1
   
Planar Systems, Inc. 1996 Stock Incentive Plan (incorporated by reference to the Company’s Annual Report on
Form 10-K for the year ended September 26, 1997)
99.2
   
Planar Systems, Inc. 1996 Stock Incentive Plan, as amended