As filed with the Securities and Exchange Commission on September 26, 1996
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 (I.R.S. Employer
of 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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INFORMATION INTERNATIONAL, INC.
1976 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
and
DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
---------------------
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) 704-6130
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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.
(Cover page continues on next page)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 132,000(2) $ 7.25(4) $ 957,000.00(4) $ 330.00
value $.01 per share 154,250(2) $ 7.75(4) $ 1,195,437.50(4) $ 412.22
81,750(2) $ 8.00(4) $ 654,000.00(4) $ 225.52
65,000(2) $ 9.25(4) $ 601,250.00(4) $ 207.33
1,000(2) $ 9.75(4) $ 9,750.00(4) $ 3.36
106,750(2) $ 7.3125(5) $ 780,609.37(5) $ 269.18
8,000(3) $ 7.25(4) $ 58,000.00(4) $ 20.00
8,000(3) $ 11.50(4) $ 92,000.00(4) $ 31.72
55,000(3) $ 7.3125(5) $ 402,187.50(5) $ 138.69
==================== ============= ================ ================== ================
Total 611,750 $ 4,750,234.30 $ 1,638.02
==================== ============= ================ ================== ================
</TABLE>
(1) Pursuant to Rule 416(a), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
Information International, Inc. 1976 Employees' Incentive Stock Option Plan
and the Information International, Inc. Directors' Stock Option Plan, which
Plans were assumed and adopted by the Registrant upon the merger of
Information International, Inc. into the Registrant.
(2) Underlying options granted or to be granted under the 1976 Employee's
Incentive Stock Option Plan.
(3) Underlying options granted or to be granted under the Directors' Stock
Option Plan.
(4) 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.
(5) 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 9, 1996.
(6) This column does not add due to rounding differences.
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<PAGE>
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, May 3, 1996 and August 2, 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 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. 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
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
<PAGE>
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.
II-2
<PAGE>
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 Information International, Inc. 1976 Employees' Incentive Stock
Option Plan. Incorporated herein by reference to Exhibit 10.2(a) to
the Company's Registration Statement on Form S-4 (No. 33-99278).
99.2 Information International, Inc. Directors' Stock Option Plan.
Incorporated herein by reference to Exhibit 10.2(b) to the Company's
Registration Statement on Form S-4 (No. 33-99278).
- ------------------------
* 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).
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:
II-3
<PAGE>
(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 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
<PAGE>
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
----------------------------
Dennis D. Doolittle, Vice Chairman
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/ William Shaw Chairman of the Board, Chief September 26, 1996
- -------------------------- Executive Officer and Director
William Shaw
/s/ John Griffin Controller and Principal September 26, 1996
- -------------------------- Accounting Officer
John Griffin
Director September __, 1996
- --------------------------
Leroy Bell
/s/ Dennis D. Doolittle Director September 26, 1996
- --------------------------
Dennis D. Doolittle
/s/ Alden Edwards Director September 26, 1996
- --------------------------
Alden Edwards
/s/ James J. Groberg Director September 26, 1996
- --------------------------
James J. Groberg
Director September __, 1996
- --------------------------
John R. Kountz
Director September __, 1996
- --------------------------
Paul McGarrell
Director September __, 1996
- --------------------------
Ralph S. Roth
/s/ Jerome Shaw Director September 26, 1996
- --------------------------
Jerome Shaw
II-5
<PAGE>
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 Information International, Inc. 1976 Employees' Incentive Stock
Option Plan. Incorporated herein by reference to Exhibit 10.2(a) to
the Company's Registration Statement on Form S-4 (No. 33-99278).
99.2 Information International, Inc. Directors' Stock Option Plan.
Incorporated herein by reference to Exhibit 10.2(b) to the Company's
Registration Statement on Form S-4 (No.33-99278).
- ------------------------
* 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).
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
September 26, 1996
Autologic Information International, Inc.
1050 Rancho Conejo Boulevard
Thousand Oaks, California 91320
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 611,750 shares of the Company's
common stock, par value $.01 per share, and such indeterminate additional number
of shares of such Common Stock as may be issued under the anti-dilution
provisions of the Information International, Inc. ("Triple-I") 1976 Employee's
Incentive Stock Option Plan and Directors' Stock Option Plan (collectively, the
"Plans") (collectively, the "Shares"), to certain employees and certain
directors of the Company (including, in the case of outstanding options,
employees and directors of Triple-I prior to Triple-I's merger into the Company)
issuable upon the exercise of options which have been, or may from time to time
be, granted under the Plans. Both Plans, and the obligations under options
outstanding at the time of said merger under both Plans, were assumed by the
Company pursuant to the Agreement and Plan of Merger dated October 5, 1995 among
the Company, Volt Information Sciences, Inc. and Triple-I.
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 Plans. 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 Plans. We have, however,
examined the forms of option contract which the Company has advised us are the
forms of option contract used by it and Triple-I under the Plans. We have also
been informed by the Company that each option contract between the Company and
option holders under the Plans is substantially in the respective form of the
option contracts 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
<PAGE>
Autologic Information International, Inc.
September 26, 1996
Page 2
documents submitted to us as certified, conformed, facsimile or photostatic
copies thereof, as well as the genuineness of all signatures on all such
documents.
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.
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 Plans will be, when issued
pursuant to the provisions of the respective 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 on Form S-8 with respect to the Plans.
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 Information
International, Inc. 1976 Employees' Incentive Stock Option Plan and the
Directors' Stock Option Plan of our report dated March 13, 1996, June 2, 1996
and September 4, 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
ERNST & YOUNG LLP
September 20, 1996
Woodland Hills, California
CONSENT OF ERNST & YOUNG LLP
We consent to the reference in the S-8 Registration Statement pertaining to the
Information International, Inc. 1976 Employees' Incentive Stock Option and
Directors' 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
ERNST & YOUNG LLP
Woodland Hills, California
September 20, 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 Informational
International, Inc. (and to all referenced 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
ARTHUR ANDERSEN LLP
Los Angeles, California
September 20, 1996
