-----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, WN2fi3GpmaGQvtS1ZN82g9bY+thgp+b+j4Z+h9u0OKOwp0MvCaFv7Lw5JSi0OT3P WYqggGK6NUWwzXeQdWyVkg== 0000950148-01-500781.txt : 20010518 0000950148-01-500781.hdr.sgml : 20010518 ACCESSION NUMBER: 0000950148-01-500781 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010517 EFFECTIVENESS DATE: 20010517 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: SEC FILE NUMBER: 333-61126 FILM NUMBER: 1642542 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 1: 7321 LINCOLN WAY STREET 2: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 S-8 1 v72848s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on May 17, 2001 File No. 333-______ UNITED STATES 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 registrant 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 92841 (Address of principal executive offices) (Zip Code) ---------------------- 1996 STOCK OPTION PLAN (Full title of the plan) ---------------------- William M. Stowell, Chief Financial Officer DENSE-PAC MICROSYSTEMS, INC. 7321 Lincoln Way Garden Grove, California 92841 (Name and address of agent for service) (714) 898-0007 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ========================================================================================= Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities To Be Price Per Offering Registration To Be Registered Registered Share Price Fee - - --------------------------------------------------------------------------------------- Common Stock 1,000,000(1) $1.725 (2) $1,725,000 $ 431.25 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 to prevent dilution 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 average of the high and low sales prices of the Common Stock as reported by NASDAQ on May 15, 2001. 1 2 The contents of the registrant's Form S-8, file no. 333-14733, filed on October 24, 1996 with the Securities and Exchange Commission, and the registrant's Form S-8, file no. 333-76161, filed on April 13, 1999 with the Securities and Exchange Commission are incorporated herein by reference. This registration statement is being filed by the registrant to register 1,000,000 additional shares of the registrant's Common Stock, without par value, that may be issued and sold under the 1996 Stock Option Plan (as amended, the "Plan"). The registrant amended the Plan to increase the aggregate number of shares of the registrant's Common Stock, without par value, that may be issued and sold under the Plan by 1,000,000, from 3,000,000 to 4,000,000. The Forms S-8 referred to above registered the 3,000,000 shares of Common Stock that were previously authorized. 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, 2000 as filed with the SEC on May 30, 2000; (b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended May 31, 2000, August 31, 2000, as amended, and November 30, 2000, as filed with the SEC; (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 or updating such description; (d) The Company's Current Report on Form 8-K filed with the SEC on November 13, 2000 and the amendment thereof filed with the SEC on January 12, 2001; (e) The Company's Definitive Proxy Statement on Schedule 14A in connection with the 2000 Annual Meeting of Shareholders as filed with the SEC on June 26, 2000; (f) The Company's Registrants Form S-8, filed on October 24, 1996 filed with the SEC; and (g) The Company's Registrants Form S-8, filed on April 13, 1999, filed with the SEC. 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. 2 3 Item 4. Description of Securities Not applicable Item 5. Interests of Named Experts and Counsel None Item 6. Indemnification of Director 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 Corporation Code. 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 Independent Auditors' Consent. 23.3 Consent of Counsel - contained in Exhibit 5.1. 24.1 Power of Attorney, contained at page S-II. 3 4 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 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 and 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, foe the purpose of determining any 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; 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 the purposes of determining any liability under 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. 4 5 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 Garden Grove, State of California on May 15, 2001. DENSE-PAC MICROSYSTEMS, INC. By:/S/ William M. Stowell -------------------------------------- William M. Stowell Chief Financial Officer S-I 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature follows constitutes and appoints TED BRUCE 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/ Ted Bruce Chief Executive Officer May 15, 2001 - --------------------------------- and President Ted Bruce (Principal Executive Officer) /s/ William M. Stowell Chief Financial Officer May 15, 2001 - --------------------------------- (Principal Financial William M. Stowell and Accounting Officer) /s/ Roger G. Claes Director May 15, 2001 - --------------------------------- Roger G. Claes /s/ Samuel W. Tishler Director May 15, 2001 - --------------------------------- Samuel W. Tishler /s/ Gordon M. Watson Director May 15, 2001 - --------------------------------- Gordon M. Watson /s/ Richard H. Wheaton Director May 15, 2001 - --------------------------------- Richard H. Wheaton /s/ Richard J. Dadamo Chairman of the Board and May 15, 2001 - --------------------------------- Director Richard J. Dadamo
S-II 7 DENSE-PAC MICROSYSTEMS, INC. FORM S-8 REGISTRATION STATEMENT EXHIBITS -------- 4.1 1996 Stock Option Plan - Incorporated by reference to registrant's Form 10-QSB for the quarter ended August 31, 1996. 4.2 Amendments of the 1996 Stock Option Plan 5.1 Opinion of Counsel. 23.1 Independent Auditors' Consent. 23.2 Independent Auditors' Consent. 23.3 Consent of Counsel - contained in Exhibit 5.1. 24.1 Power of Attorney, contained at page S-II. EX-4.2 2 v72848ex4-2.txt EXHIBIT 4.2 1 EXHIBIT 4.2 Amendments of the 1996 Stock Option Plan Section 4 of the 1996 Stock Option Plan is amended and restated in full as follows: "4. NUMBER OF SHARES SUBJECT TO PLAN The stock to be offered under the Plan shall consist of up to 3,000,000 shares of the Company's Common Stock. If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes of this Plan." EX-5.1 3 v72848ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [LETTERHEAD OF YOCCA PATCH & YOCCA] YOCCA PATCH & YOCCA, LLP 19900 MACARTHUR BLVD. SUITE 650 IRVINE, CALIFORNIA 92612 TELEPHONE (949) 253-0800 FACSIMILE (949) 253-0870 May 14, 2001 Dense-Pac Microsystems, Inc. 7321 Lincoln Way Garden Grove, California 92841 Re: Registration Statement on Form S-8 Ladies and Gentlemen: Dense-Pac Microsystems, Inc., a California corporation (the "Company"), proposes to register an additional 1,000,000 shares of its Common Stock, no par value (the "Shares"), that it may issue and sell upon the exercise of stock options granted and to be granted from time to time under the Company's 1996 Stock Option Plan (as amended, 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 May 14, 2001. In connection with rendering the opinion hereinafter expressed, we have examined originals, certified copies or other copies identified to our 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. We 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 assurances as we consider necessary for the purpose of rendering the opinion hereinafter expressed. 2 May 14, 2001 Dense-Pac Microsystems, Inc. Page 2 We 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. We have not independently verified the content of the factual statements made to us. Based on the foregoing, it is our 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. We hereby consent to this opinion being filed as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are 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/ YOCCA PATCH & YOCCA EX-23.1 4 v72848ex23-1.txt EXHIBIT 23.1 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 April 7, 2000 appearing in the Annual Report on Form 10-KSB of Dense-Pac Microsystems, Inc. for the year ended February 29, 2000. /s/ Deloitte & Touche LLP Costa Mesa, California May 15, 2001 EX-23.2 5 v72848ex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 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 June 9, 2000, relating to the financial statements of Productivity Enhancement Products, Inc. appearing in the Current Report on Form 8-K of Dense-Pac Microsystems, Inc. dated October 26, 2000 (as amended on January 12, 2001). /s/ Deloitte & Touche LLP Costa Mesa, California May 15, 2001 -----END PRIVACY-ENHANCED MESSAGE-----