-----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, NZdvvArVncMr8ai46/0wYLCYX8ibx8NZiWX2AGpGaKGC1BiVe1ayAP87+whHrJ4N O1z6H14zIJvcv2CeqGbD6Q== 0000950148-96-002331.txt : 19961027 0000950148-96-002331.hdr.sgml : 19961027 ACCESSION NUMBER: 0000950148-96-002331 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961024 EFFECTIVENESS DATE: 19961024 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENSE PAC MICROSYSTEMS INC CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14733 FILM NUMBER: 96647325 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 2: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 S-8 1 REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on October 24, 1996 File No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------- DENSE-PAC MICROSYSTEMS, INC. (Exact name of issuer as specified in its charter) CALIFORNIA 33-0033759 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7321 Lincoln Way Garden Grove, California 92641 (Address of principal executive offices) (714) 898-0007 (Registrant's telephone number, including area code) ---------------------- 1996 STOCK OPTION PLAN (Full title of the Plan) ---------------------- William M. Stowell, Vice President - Finance DENSE-PAC MICROSYSTEMS, INC. 7321 Lincoln Way Garden Grove, California 92641 Telephone (714) 898-0007 (Name, address and telephone number of agent for service) ---------------------- Copies of Communications to: Helen W. Melman, Esq. 1299 Ocean Avenue, Fourth Floor Santa Monica, California 90401 (310) 458-6900 ---------------------- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x] 2
CALCULATION OF REGISTRATION FEE =============================================================================================== Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities Being Price Per Offering Registration Being Registered Registered Share Price Fee - ----------------------------------------------------------------------------------------------- Common Stock 2,000,000(1) $2.09 (2) $4,180,000 $1,266.67 No par value shares - -----------------------------------------------------------------------------------------------
(1) This Registration Statement also covers such indeterminable number of additional shares as may become deliverable as a result of future adjustments in accordance with the terms of the 1996 Stock Option Plan. (2) Determined in accordance with Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the closing sales price of the Common Stock as reported by NASDAQ on October 21, 1996. ii 3 PART II Item 3. Incorporation of Documents by Reference The following documents which have been filed with the Securities and Exchange Commission are incorporated by reference as of their respective dates and are a part hereof: (a) The Company's Annual Report on Form 10-KSB for the year ended February 29, 1996; (b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended May 31, 1996 and August 31, 1996; and (c) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A and in any amendment or report filed for the purpose of amending such description. Additionally, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment hereto which indicates that all of the shares of the Common Stock offered hereby have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel None. Item 6. Indemnification of Directors and Officers The California Corporations Code permits the indemnification of officers, directors, employees and agents of the Company. The Company's Bylaws require the Company to indemnify officers and directors to the full extent permitted by law. Each person will generally be indemnified in any proceeding if he acted in good faith and in a manner which he reasonably believed to be in the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Indemnification would cover expenses, including attorneys' fees, judgments, fines and amounts paid in settlement. In addition, the Company's Articles of Incorporation provide that directors shall not be personally liable to the Company or its stockholders for monetary damages for breach of their fiduciary duty, subject to the limitations of Section 204(a)(10) of the Corporations Code. II-1 4 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits 4.1 1996 Stock Option Plan - incorporated by reference to registrant's Form 10-QSB for the quarter ended August 31, 1996. 5.1 Opinion of Counsel. 23.1 Independent Auditors' Consent. 23.2 Consent of Counsel - contained in Exhibit 5.1. 24.1 Power of Attorney, contained at page II-5. Item 9. Undertakings The Company hereby undertakes: (1) to file, during any period in which offers or sales of the Common Stock 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 of 1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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; provided that if the information required in clauses (i) and (ii) above to be included in a post-effective amendment hereto is contained in one or more periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") no post-effective amendment hereto shall be required; (2) that, for the purpose of determining nay 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; and (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. Additionally, the undersigned registrant hereby undertakes that, for purposes of determining any liability under II-2 5 the Securities Act, each filing of the Company'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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company 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 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. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Garden Grove, State of California on October 24, 1996. DENSE-PAC MICROSYSTEMS, INC. By:/S/ James G. Turner ------------------------------------- James G. Turner Chief Executive Officer II-4 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature follows constitutes and appoints JAMES G. TURNER and WILLIAM M. STOWELL, or either of them, acting singly, 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, 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 date indicated.
Signature Title Date - --------- ----- ---- /S/ James G. Turner Chairman of the Board, October 24, 1996 - ----------------------------- Chief Executive Officer James G. Turner (Principal Executive Officer) /S/ William M. Stowell Chief Financial Officer October 24, 1996 - ----------------------------- (Principal Financial William M. Stowell and Accounting Officer) /S/ Roger Claes Director October 24, 1996 - ----------------------------- Roger Claes /S/ Bob Southwick Director October 24, 1996 - ----------------------------- Bob Southwick /S/ Trude C. Taylor Director October 24, 1996 - ----------------------------- Trude C. Taylor
II-5 8 DENSE-PAC MICROSYSTEMS, INC. S-8 REGISTRATION STATEMENT EXHIBITS -------- 4.1 1996 Stock Option Plan - Incorporated by reference to registrants' Form 10-QSB for the quarter ended August 31, 1996. 5.1 Opinion of Counsel. 23.1 Independent Auditors' Consent. 23.2 Consent of Counsel - contained in Exhibit 5.1. 24.1 Power of Attorney, contained at page II-5. EX-5.1 2 OPINION OF COUNSEL 1 EXHIBIT 5.1 HELEN W. MELMAN ATTORNEY AT LAW 1299 OCEAN AVENUE, FOURTH FLOOR SANTA MONICA, CALIFORNIA 90401 TELEPHONE (310) 458-6900 FACSIMILE (310) 394-5749 October 24, 1996 Dense-Pac Microsystems, Inc. 7321 Lincoln Way Garden Grove, California 92641 Re: Registration Statement on Form S-8 Gentlemen: Dense-Pac Microsystems, Inc., a California corporation (the "Company"), proposes to issue and sell up to 2,000,000 shares of its Common Stock, no par value (the "Shares"), upon the exercise of stock options granted and to be granted from time to time under the Company's 1996 Stock Option Plan (the "Plan"). The Shares are being registered on a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), to be filed with the Securities and Exchange Commission on or about October 24, 1996. In connection with rendering the opinion hereinafter expressed, I have examined originals, certified copies or other copies identified to my satisfaction of the following documents and instruments: 1. Restated Articles of Incorporation of the Company; 2. Bylaws of the Company, as amended to date; 3. Certain resolutions adopted by the Board Directors and shareholders of the Company; and 4. The Plan. I have obtained from public officials and from officers of the Company and examined originals or copies, identified to my satisfaction, of such other certificates, documents and other 2 EXHIBIT 5.1 October 24, 1996 Dense-Pac Microsystems, Inc. Page 2 assurances as I consider necessary for the purpose of rendering the opinion hereinafter expressed. I have additionally consulted with officers and representatives of the Company and have obtained such representations with respect to matters of fact as I deem necessary or advisable. I have not necessarily independently verified the content of the factual statements made to me in connection therewith, nor the veracity of such representations, but I have no reason to doubt their truth or accuracy. Based on the foregoing, it is my opinion that the Shares, when issued, sold and paid for in accordance with the terms of the Plan, will be duly and validly issued, fully paid and nonassessable. I hereby consent to this opinion being filed as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /S/ HELEN W. MELMAN HWM:jw EX-23.1 3 INDEPENDENT AUDITORS' CONSENT 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Dense-Pac Microsystems, Inc. on Form S-8 of our report dated May 3, 1996 appearing in the Annual Report on Form 10-KSB of Dense-Pac Microsystems, Inc. for the year ended February 29, 1996. /s/ Deloitte & Touche LLP Costa Mesa, California October 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----