Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
LUMISYS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 77-0133232
(State of Incorporation) (I.R.S. Employer Identification No.)
____________________
225 Humboldt Court
Sunnyvale, CA 94089
(408) 733-6565
(Address of principal executive offices)
____________________
1995 STOCK OPTION PLAN
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
____________________
Dean MacIntosh
Chief Financial Officer
Lumisys Incorporated
225 Humboldt Court
Sunnyvale, CA 94089
(408) 733-6565
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
Andrei M. Manoliu, Esq.
Brett D. White, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
____________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered per share (1) Offering Price (1) Fee
- ---------------- ----------- --------------- ------------------ ------------
Common Stock, 350,000 $3.28 $1,148,455 $319.27
$.001 par value
Common Stock 150,000 $3.28 $ 492,195 $136.83
$.001 par value
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon the average of the high and low prices of
Registrant's Common Stock on February 24, 1999 as reported on the NASDAQ
National Market System.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 333-30117 AND NO. 33-80253
The contents of Registration Statements on Form S-8 No. 333-30117, filed with
the Securities and Exchange Commission ("SEC") on June 27, 1997, and No. 33-
80253, filed with the SEC on December 11, 1995, are incorporated by reference
herein.
EXHIBITS
Exhibit
Number
- -------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature page.
99.1 1998 Non-Officer Stock Option Plan
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 Sunnyvale, State of California, on
February 26, 1999.
LUMISYS INCORPORATED
By:/s/ Phillip Berman
---------------------
Phillip Berman, M.D.
Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Phillip Berman and Dean MacIntosh, 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/ Phillip Berman Chief Executive Officer, February 26, 1999
- ------------------------ President and Director
Phillip Berman, M.D. (Principal Executive
Officer)
/s/ Dean MacIntosh Chief Financial Officer February 26, 1999
- ------------------------ (Principal Financial
Dean MacIntosh Officer)
/s/ Douglas G. DeVivo Director February 26, 1999
- ------------------------
Douglas G. DeVivo, Ph.D.
/s/ Craig Klosterman Director February 26, 1999
- ------------------------
Craig Klosterman
/s/ C. Richard Kramlich Director February 26, 1999
- ------------------------
C. Richard Kramlich
/s/ David I. Lapan Director February 26, 1999
- ------------------------
David I. Lapan, M.D.
/s/ Bala Manian Director February 26, 1999
- ------------------------
Bala Manian, Ph.D.
/s/ Austin E. Vanchieri Director February 26, 1999
- ------------------------
Austin E. Vanchieri
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------- ------------------------------------------------------- ------------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24 Power of Attorney is contained on the signature page.
99.1 1998 Non-Officer Stock Option Plan
Exhibit 5.1
February 26, 1999
Lumisys Incorporated
225 Humboldt Court
Sunnyvale, CA 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Lumisys Incorporated (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
350,000 shares of the Company's Common Stock, $.001 par value (the
"1995 Plan Shares"), pursuant to its 1995 Stock Option Plan (the "1995
Plan"), and up to 150,000 shares of the Company's Common Stock, $.001
par value (the "Directors' Plan Shares"), pursuant to its 1995 Non-
Employee Directors' Stock Option Plan (the "Directors' Plan"). The
1995 Plan Shares and Directors' Plan Shares are referred to herein as
the "Shares" and the 1995 Plan and Directors' Plan are referred to
herein as the "Plans."
In connection with this opinion, we have examined the Registration
Statement and related Prospectuses, your Certificate of Incorporation
and Bylaws, 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 their
respective 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
Andrei M. Manoliu
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 29,
1998, which appears on page 19 of the 1997 Annual Report to
Shareholders of Lumisys Incorporated on Form 10-K for the year ended December
31, 1997.
PricewaterhouseCoopers LLP
San Jose, California
February 26, 1999
