REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AUTOLOGIC INFORMATION INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3855697
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1050 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CALIFORNIA 91320-1717
(Address of Principal Executive Offices) (Zip Code)
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1995 AUTOLOGIC INFORMATION INTERNATIONAL, INC.
STOCK OPTION PLAN
(Full title of the plan)
DENNIS D. DOOLITTLE, VICE CHAIRMAN
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
1050 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CALIFORNIA 91320-1717
(Name and address of agent for service)
(805) 498-9611
(Telephone number, including area code, of agent for service)
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WITH A COPY TO:
RICHARD A. RUBIN, ESQ.
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
(212) 704-6187
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered(1) maximum offering aggregate offering registration fee
price per unit price
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<S> <C> <C> <C> <C> <C> <C>
Common Stock, par 114,500 $12.00 (2) $1,374,000.00 (2) $ 473.79
value $.01 per share 18,000 $13.20 (2) $ 237,600.00 (2) $ 81.93
17,500 $7.625 (3) $ 133,437.50 (3) $ 46.01
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Total 150,000 $1,745,037.50 $ 601.74(4)
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1. Pursuant to Rule 416(a), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
1995 Autologic Information International, Inc. Stock Option Plan.
2. Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), on the basis of the exercise price of presently
outstanding options.
3. Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), the average of the high and low selling prices per
share of the Registrant's Common Stock, as quoted on The Nasdaq Stock
Market's National Market System on September 4, 1996.
4. This column does not add due to rounding differences.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Autologic Information
International, Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference: (1) the Company's Registration Statement
under the Securities Act on Form S-4 which became effective on January 22, 1996;
(2) the Company's Quarterly Reports on Form 10-Q under the Exchange Act for the
quarters ended February 2, 1996 and May 3, 1996; (3) the Company's Current
Reports on Form 8-K dated January 29, 1996 and September 6, 1996; and (4) the
description of the Company's Common Stock contained in the Company's Current
Report on Form 8-K dated September 6, 1996, and any amendment or report filed by
the Company for the purpose of updating such description.
All documents filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, 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 cont7ained 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. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in general, that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a "derivative" action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of such corporation, and, with respect to any criminal action or
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proceeding, had no reasonable cause to believe such persons conduct was
unlawful. A similar standard is applicable under Section 145 of the DGCL in the
case of derivative actions, except that no indemnification shall be made where
the person is adjudged to be liable to such corporation unless and only to the
extent that the Court of Chancery of the State of Delaware, or the court in
which such action was brought, determines that such person is fairly and
reasonably entitled to indemnity for such expenses.
The Company's Certificate of Incorporation and Bylaws, Exhibit 4.1
and 4.2, respectively, to this Registration Statement, provide for the
indemnification of the Company's directors and officers to the fullest extent
permitted by the DGCL.
The Company's officers and directors are covered by directors' and
officers' liability insurance policies, maintained by Volt Information Sciences,
Inc., the majority stockholder of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
4.1** Restated Certificate of Incorporation of the Company.
4.2** Amended and Restated Bylaws of the Company.
5.1* Opinion of Parker Chapin Flattau & Klimpl, LLP.
15.1* Letter from Ernst & Young LLP re: unaudited interim financial
information.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
opinion filed as Exhibit 5.1)
99.1 1995 Autologic Information International, Inc. Stock Option Plan.
Incorporated herein by reference to Exhibit 10.2(c) to the
Company's Registration Statement on Form S-4 (No. 33-99278).
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* Filed herewith.
** Incorporated by reference to the similarly-numbered Exhibits to the
Company's Registration Statement on Form S-4 which became effective
on January 22, 1996 (File No. 33-99278).
II-2
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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 of 1933;
(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; 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
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act 1934 (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.
(C) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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
II-3
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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 Act and will be governed by the final adjudication of
such issue.
II-4
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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
the requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Thousand Oaks, California on the 30th day of August, 1996.
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
By: /s/ DENNIS D. DOOLITTLE
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Dennis D. Doolittle, Vice Chairman
SIGNATURE TITLE DATE
/s/ William Shaw Chairman of the Board, Chief August 30, 1996
- ---------------------------- Executive Officer and Director
William Shaw
/s/ John Griffin Controller and Principal August 30, 1996
- ---------------------------- Accounting Officer
John Griffin
/s/ Leroy Bell Director August 30, 1996
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Leroy Bell
/s/ Dennis D. Doolittle Director August 30, 1996
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Dennis D. Doolittle
/s/ Alden Edwards Director August 30, 1996
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Alden Edwards
/s/ James J. Groberg Director August 30, 1996
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James J. Groberg
/s/ John R. Kountz Director August 30, 1996
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John R. Kountz
/s/ Paul Mcgarrell Director August 30, 1996
- ----------------------------
Paul McGarrell
/s/ Ralph S. Roth Director August 30, 1996
- ----------------------------
Ralph S. Roth
/s/ Jerome Shaw Director August 30, 1996
- ----------------------------
Jerome Shaw
II-5
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1** Restated Certificate of Incorporation of the Company.
4.2** Amended and Restated Bylaws of the Company.
5.1* Opinion of Parker Chapin Flattau & Klimpl, LLP.
15.1* Letter from Ernst & Young LLP re: unaudited interim financial
information.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
opinion filed as Exhibit 5.1)
99.1 1995 Autologic Information International, Inc. Stock Option Plan.
Incorporated herein by reference to Exhibit 10.2(c) to the
Company's Registration Statement on Form S-4 (No. 33-99278).
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* Filed herewith.
** Incorporated by reference to the similarly-numbered Exhibits to the
Company's Registration Statement on Form S-4 which became effective
on January 22, 1996 (File No. 33-99278).
[Letterhead]
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
September 6, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: AUTOLOGIC INFORMATION INTERNATIONAL, INC.
Dear Sir or Madam:
We have acted as counsel to Autologic Information International, Inc.
(the "Company") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to the offering of up to 150,000 shares of common stock, par
value $.01 per share, (the "Common Stock") to certain employees of the Company
issuable upon the exercise of options which have been, or may from time to time
be, granted by the Company under the Company's 1995 Stock Option Plan (the
"Plan"), and such indeterminate number of shares of Common Stock as may be
issued under the anti-dilution provisions of the Plan.
In rendering the opinions expressed below, we have examined the
Certificate of Incorporation of the Company, as amended, the By-laws of the
Company, as amended, and minutes of the corporate proceedings of the Company
relating to the Plan. In addition, we have examined and relied upon such other
matters of law, certificates and examinations of public officials as we have
deemed relevant to the rendering of this opinion. We have not examined each
option contract in respect of options granted under the Plan. We have, however,
examined the form of option contract which the Company has advised us is the
form of option contract used by it under the Plan. We have also been informed by
the Company that each option contract between the Company and option holders
under the Plan is substantially in the form of the option contract we have
examined. In all of our examinations, we have assumed the accuracy of all
information furnished to us, the genuineness of all documents, the conformity to
originals of all documents submitted to us as certified, conformed, facsimile or
photostatic copies thereof, as well as the genuineness of all signatures on all
such documents.
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Securities and Exchange Commission
September 6, 1996
Page 2
Where reference is made in this opinion to matters within our
knowledge, or to facts and circumstances known to us, such reference means the
actual knowledge of those attorneys within the firm who have given substantive
attention to the foregoing agreements and instruments, without, however,
independent investigation of any matter except as otherwise expressly noted
therein.
Our opinion is limited to the date hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof.
Finally, we are counsel admitted to practice only in the state of New
York, and we express no opinions as to the applicable laws of any jurisdiction
other than those of the state of New York and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that
the shares of the Company's Common Stock to be issued pursuant to the exercise
of options granted or to be granted under the Plan will be, when issued pursuant
to the provisions of the Plan, legally issued, fully paid and non-assessable.
We consent to the filing of a copy of this opinion as an exhibit to
the Company's Registration Statement with respect to the Plan.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
Shareholders and Board of Directors
Autologic Information International, Inc.
We are aware of the incorporation by reference in the S-8 Registration Statement
of Autologic Information International, Inc. pertaining to the Stock Option Plan
of our report dated March 13, 1996 and June 2, 1996 related to the unaudited
condensed consolidated interim financial statements of Autologic Information
International, Inc. that are included in its Form 10-Q for the quarters ended
February 2, 1996 and May 3, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
September 3, 1996
Woodland Hills, California
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the S-8 Registration Statement
pertaining to the Stock Option Plan of Autologic Information International, Inc.
of our reports dated November 10, 1995 with respect to the balance sheet of
Autologic Information International, Inc. and January 2, 1996, with respect to
the combined financial statements and schedule of Autologic, Incorporated and
Affiliates included in the Registration Statement (Form S-4, No. 33-99278), of
Autologic Information International, Inc. filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
September 4, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8) of our reports dated March
2, 1995 with respect to the consolidated financial statements of Information
International, Inc. (and to all references to our Firm) included in or made a
part of the Consent Statement/Prospectus of Autologic Information International,
Inc. which is part of the Registration Statement (Form S-4, File No. 33-99278)
of Autologic Information International, Inc. for the registration of 2,966,120
shares of its common stock.
/s/ ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
Los Angeles, California
September 4, 1996
