-----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, G7gQclC8NWcksmfM7VouQZx6DKKnsKwWkLlwVxujJb8n+xou07eLVZ0jHntphGuE bpkiJO/UQEVYu8AHgnzwHg== 0000746549-97-000003.txt : 19970613 0000746549-97-000003.hdr.sgml : 19970613 ACCESSION NUMBER: 0000746549-97-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970611 EFFECTIVENESS DATE: 19970611 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA CIRCUITS INC CENTRAL INDEX KEY: 0000746549 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 770107167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29041 FILM NUMBER: 97622978 BUSINESS ADDRESS: STREET 1: 393 MATHEW ST CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 4087279169 MAIL ADDRESS: STREET 1: 393 MATHEW STREET CITY: SANTA CLARA STATE: CA ZIP: 95050 S-8 1 1 As filed with the Securities and Exchange Commission on June 11, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ SIGMA CIRCUITS, INC. (Exact name of registrant as specified in its charter) ________________ Delaware 77-0107167 State of Incorporation) (I.R.S. Employer Identification No.) ________________ 393 Mathew Street Santa Clara, California 95050 (408) 727-9169 (Address and telephone number of principal executive offices) ________________ 1988 Stock Option Plan 1994 Non-Employee Directors' Stock Option Plan (Full title of the plans) ________________ B. Kevin Kelly President and Chief Executive Officer Sigma Circuits, Inc. 393 Mathew Street Santa Clara, California 95050 (408) 727-9169 (Name, address, including zip code, and telephone number, including area code, of agent for service) _______________ Copies to: Mark P. Tanoury, Esq. Cooley Godward LLP 3000 Sand Hill Road Building 3, Suite 230 Menlo Park, California 94025-7116 (415) 843-5000 ________________ 2 CALCULATION OF REGISTRATION FEE Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offering Registration be Registered Registered per Share (1) Price (1) Fee Stock Options and Common Stock (par value $.001) $637,820 $4.065 - $10.125 $3,353,958.52 $1,016.35
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the average of the high and low price of Registrant's Common Stock on June 4, 1997 as reported on the NASDAQ National Market System. Number of Offering Price Aggregate Securities Shares Per Share Offering Price Common Stock issuable pursuant to outstanding options under the 1988 Stock Option Plan 374,190 $6.0326 $2,257,333.81 Common Stock available for grant under the 1988 Stock Option Plan 198,538 $4.065 $ 807,056.97 Common Stock issuable pursuant to outstanding options under the 1994 Non-Employee Directors' Stock Option Plan 11,546 $6.2275 $ 71,903.25 Common Stock available for grant under the 1994 Non-Employee Directors' Stock Option Plan 53,546 $4.065 $ 217,664.49
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 3 INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS The contents of Registration Statement on Form S-8 No. 33-81506 filed with the Securities and Exchange Commission on July 14, 1994 are incorporated by reference herein. EXHIBITS Exhibit Number 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney. Reference is made to the signature page. 99.1* 1988 Stock Option Plan, as amended. 99.2* 1994 Non-Employee Directors' Stock Option Plan, as amended. - ------------ * Filed as an exhibit to the Form S-1 Registration Statement (No. 333-01262), as amended through the date hereof, and incorporated herein by reference. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Santa Clara, State of California, on June 9, 1997. SIGMA CIRCUITS, INC. By: /S/ B. KEVIN KELLY B. Kevin Kelly, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints B. Kevin Kelly and Philip S. Bushnell, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 connection therewith, as fully to all intents and purposes as he 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 substitutes or substitute, may lawfully 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/ B. KEVIN KELLY President and B. Kevin Kelly Chief Executive Officer June 9, 1997 Chief Financial Officer, Senior Vice President, Finance and Administration Secretary and Director /S/ PHILIP S. BUSHNELL (Principal Financial and Philip S. Bushnell Accounting Officer) June 9, 1997 /S/ ROBERT P. CUMMINS Robert P. Cummins Chairman of the Board June 9, 1997 /S/ THOMAS J. BERNARD Thomas J. Bernard Director June 9, 1997 /S/ WILLIAM W. BOYLE William W. Boyle Director June 9, 1997 5 EXHIBIT INDEX Exhibit Number Description Sequential Page Number 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney. Reference is made to the signature page. 99.1* 1988 Stock Option Plan, as amended. 99.2* 1994 Non-Employee Directors' Stock Option Plan, as amended. - ------------ * Field as an exhibit to the Form S-1 Registration Statement (No. 333- 01262), as amended through the date hereof, and incorporated herein by reference. 6 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Sigma Circuits, Inc. on Form S-8 of our report on the financial statements of Sigma Circuits, Inc. for the year ended June 30, 1996 and 1995 appearing in the Registrant's annual report on Form 10-K for the year ended June 30, 1996. /S/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP San Jose, California June 9 , 1997 7 [Cooley Letterhead] ATTORNEYS AT LAW San Francisco, CA 415 693-2000 3000 Sand Hill Road Palo Alto, CA Building 3, Suite 230 415 843-5000 Menlo Park, CA San Diego, CA 94025-7116 619 550-6000 MAIN 415 843-5000 Boulder, CO FAX 415 854-2691 303 546-4000 WEB http://www.cooley.com Denver, CO 303 606-4800 June 9, 1997 Sigma Circuits, Inc. 393 Mathew Street Santa Clara, CA 95050 Re: Sigma Circuits, Inc. Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Sigma Circuits, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 637,820 shares of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1988 Stock Option Plan and the 1994 Non-Employee Directors' Stock Option Plan (the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /S/ MARK P. TANOURY Mark P. Tanoury -----END PRIVACY-ENHANCED MESSAGE-----