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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4544569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14538 KESWICK STREET
VAN NUYS, CALIFORNIA 91405
(Address of principal executive offices)
1995 STOCK OPTION PLAN
(Full title of the Plan)
OCAL, INC.
14538 KESWICK STREET
VAN NUYS, CALIFORNIA 91405
(Name and address of agent for service)
(818) 782-0711
(Telephone number, including area code, of agent for service)
It is requested that copies of communications be sent to:
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CA 90067
ATTENTION: DERRICK O. BOSTON, ESQ.
(310) 277-1010
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registrered Registered(1) Per Unit(2) Offering Price(2) Fee
________________ ____________ ________________ ________________ ____________
Common Stock, 400,000 $ 2.8125 $ 1,125,000 $ 332
par value $0.001 shares
per share
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
securities as may become issuable to prevent dilution resulting from stock
splits, stock dividends and similar events.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee on the basis of the average of the bid and asked sale
prices of the Registrant's Common Stock on the Nasdaq National Market on
December 4, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Ocal, Inc., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1996, filed pursuant to Section 13 of the Securities Act, that contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
September 30, 1997, June 30, 1997 and March 31, 1997, filed pursuant to Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act").
(c) The description of the Registrant's Common Stock as set forth under the
caption "Description of Capital Stock" in the Registrant's registration
statement on Form S-1, File No. 33-96336, as filed with the Commission on March
12, 1996 pursuant to Rule 462(b) under the Securities Act, and any other
amendments or reports thereto filed with the Commission for the purpose of
updating such description.
In addition, all documents filed subsequent to the date of this Registration
Statement by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, as amended, 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, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference 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.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
(2)
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Certificate of Incorporation of the Registrant and
Article VIII of the Bylaws of the Registrant (filed as Exhibits 4.2 and 4.3
hereto, respectively) provide for indemnification of officers and directors and
are incorporated herein by this reference.
Section 145 of the General Corporation Law of the State of Delaware provides,
in part, that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any suit or
proceedings because such person is or was a director, officer, employee or
agent of the corporation or was serving at the request of the corporation, as a
director, officer, employee or agent of another corporation, against all costs
actually and reasonably incurred by him in connection with such suit or
proceedings if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation. Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person
acted in good faith and in a manner believed to be in or not opposed to the
best interests of the corporation, and provided further (unless a court of
competent jurisdiction otherwise determines) that such person shall not have
been adjudged liable to the corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number
_______
4.1 1995 Stock Option Plan, As Amended (incorporated by reference to
Exhibit 10.2 of the Registrant's Form 10-Q, File No. 0-27748, as filed
with the Commission on November 14, 1997)
4.2 Forms of Stock Option Agreements (incorporated by reference to Exhibit
10.1 of the Registrant's registration statement on Form S-1, File No.
33-96336, as filed with the Commission on August 29, 1995)
4.3 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.3 of Amendment No. 2 to the
Registrant's registration statement on Form S-1, File No. 33-96336, as
filed with the Commission on December 26, 1995)
4.4 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of
the Registrant's registration statement on Form S-1, File No. 33-96336,
as filed with the Commission on August 29, 1995)
4.5 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Amendment No. 4 to the Registrant's registration
statement on Form S-1, File No. 33-96336, as filed with the Commission
on March 8, 1996)
5.1 Opinion of Irell & Manella LLP
23.1 Consent of Ernst & Young LLP
23.3 Consent of Irell & Manella LLP (included in their opinion filed as
Exhibit 5.1 hereto)
24.1 Powers of Attorney (included on signature page of this Registration
Statement)
_______
(3)
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Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales 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;
(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. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this registration statement; and
(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, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this 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.
(4)
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(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant 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 of the Registrant 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 of
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.
(5)
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Los Angeles, State of California, on the 5th day of December, 1997.
By: /s/ Ilan Bender
___________________________________
Ilan Bender
Chairman of the Board of Directors,
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ilan Bender and Lida Frankel, jointly and
severally, as attorneys-in-fact, each with power of substitution, for such
person in any and all capacities, to sign any and all amendments and
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
_________ _____ ____
/s/ Ilan Bender Chairman of the Board of Directors, December 5, 1997
______________________ President and Chief Executive Officer
Ilan Bender (principal executive officer)
/s/ Carlos V. Espinosa Vice President of Manufacturing December 5, 1997
______________________ and Director
Carlos V. Espinosa
/s/ Carlos R. Espinosa Vice President of Research and December 5, 1997
______________________ Development and Director
Carlos R. Espinosa
/s/ Lida R. Frankel Chief Financial Officer and December 5, 1997
______________________ Secretary (principal financial
officer and principal accounting
Lida R. Frankel officer)
/s/ Ronald Costa Director December 5, 1997
______________________
Ronald Costa
/s/ William T. Gross Director December 5, 1997
______________________
William T. Gross
/s/ Michael R. Peevey Director December 5, 1997
______________________
Michael R. Peevey
(6)
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EXHIBIT INDEX
Exhibit
Number
_______
4.1 1995 Stock Option Plan, As Amended (incorporated by reference to
Exhibit 10.2 of the Registrant's Form 10-Q, File No. 0-27748, as filed
with the Commission on November 14, 1997)
4.2 Forms of Stock Option Agreements (incorporated by reference to Exhibit
10.1 of the Registrant's registration statement on Form S-1, File No.
33-96336, as filed with the Commission on August 29, 1995)
4.3 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.3 of Amendment No. 2 to the
Registrant's registration statement on Form S-1, File No. 33-96336, as
filed with the Commission on December 26, 1995)
4.4 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of
the Registrant's registration statement on Form S-1, File No. 33-96336,
as filed with the Commission on August 29, 1995)
4.5 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Amendment No. 4 to the Registrant's registration
statement on Form S-1, File No. 33-96336, as filed with the Commission
on March 8, 1996)
5.1 Opinion of Irell & Manella LLP
23.1 Consent of Ernst & Young LLP
23.3 Consent of Irell & Manella LLP (included in their opinion filed as
Exhibit 5.1 hereto)
24.1 Powers of Attorney (included on signature page of this Registration
Statement)
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EXHIBIT 5.1
OPINION AND CONSENT OF IRELL & MANELLA LLP
__________________________________________
(Irell & Manella LLP Letterhead)
December 1, 1997
Ocal, Inc.
14538 Keswick Street
Van Nuys, CA 91405
Dear Gentlemen and Ladies:
We have acted as counsel in connection with the preparation and filing of
that certain Registration Statement on Form S-8 (the "Registration Statement")
to be filed by you with the Securities and Exchange Commission in connection
with the registration of 400,000 shares of the Common Stock (the "Common
Stock") of Ocal, Inc., a Delaware corporation (the "Company), for issuance and
sale pursuant to the Company's 1995 Stock Option Plan, as amended (the "Plan").
As such counsel, we have examined the proceedings proposed to be taken in
connection with the Plan and the sale and issuance of the Common Stock pursuant
thereto and such other matters and documents as we have deemed necessary or
relevant as a basis for this opinion.
Based on these examinations, it is our opinion that upon completion of the
proceedings being taken or which we, as your counsel, contemplate will be taken
prior to the sale and issuance of the Common Stock, such Common Stock, when
sold and issued in the manner referred to in the Registration Statement and the
Plan, will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely yours,
IRELL & MANELLA LLP
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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 Ocal, Inc. 1995 Stock Option Plan of our report
dated January 20, 1997, with respect to the consolidated financial statements
and schedules of Ocal, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Los Angeles, California
December 4, 1997
