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As Filed With the Securities and Exchange Commission on June 28, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HELISYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4552813
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
24015 Garnier Street, Torrance, California 90505
(Address of Principal Executive Offices)
-------------------------
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------
Dave T. Okazaki
Chief Financial Officer
Helisys, Inc.
24015 Garnier Street
Torrance, California 90505
(Name and address of agent for service)
(310) 891-0600
(Telephone number, including area code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, A Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(Facing page continued on next page)
This document contains 12 pages
Exhibit Index is on Page 8
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(Facing page continued)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securites Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered Per Share (1) Price (1) Registration Fee
- ------------------ ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $3.50 $350,000 $120.69
$.001 par value shares
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form SB-2, Registration No.
33-99244-LA (the "Registration Statement") and the final prospectus filed with
respect thereto pursuant to Rule 424(b) of the Securities Act of 1933 (the
"Securities Act"), containing audited financial statements of Registrant for its
fiscal year ended July 31, 1995.
(b) The description of the Registrant's Common Stock which is contained in
the Registrant's registration statement on Form 8-A filed under the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
(c) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarters ended January 31, 1996 and April 30, 1996.
(d) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the last fiscal quarter covered by the Registration Statement
referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded 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
such 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.
-----------------------------------------
(a) As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation, as amended, eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.
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(b) The Registrant's Certificate of Incorporation, as amended, provides
that the Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith to the fullest
extent authorized by the Delaware General Corporation Law. The Registrant's
Bylaws provide for a similar indemnity to directors and officers of the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law.
(c) The Registrant's Certificate of Incorporation, as amended, also gives
the Registrant the ability to enter into indemnification agreements with each of
its directors and officers. The Registrant has entered into indemnification
agreements with each of its directors and officers, which provide for the
indemnification of such directors and officers against any and all expenses,
judgments, fines, penalties and amounts paid in settlement, to the fullest
extent permitted by law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4.1 Helisys, Inc. Employee Stock Purchase Plan (Incorporated by reference
to Exhibit 10.2 to the Registrant's Registration Statement on Form SB-
2 (Registration No. 33-99244-LA)).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth.
23.1 Consent of Stradling, Yocca, Carlson & Rauth (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of BDO Seidman, LLP.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
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;
(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 registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or
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furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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 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.
(h) 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 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 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.
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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 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 Torrance, State of California, on the 27th day of
June, 1996.
HELISYS, INC.
By: /s/ MICHAEL FEYGIN
-------------------------------------
Michael Feygin
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Helisys, Inc., do hereby
constitute and appoint Michael Feygin or Dave T. Okazaki either of them, our
true and lawful attorneys-in-fact and agents, each 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 to this Registration
Statement, and to file the same, with 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 are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------- ---------------------------------- -------------
<S> <C> <C>
/s/ MICHAEL FEYGIN Chief Executive Officer, President June 27, 1996
- ---------------------- and Director (principal executive
Michael Feygin officer)
/s/ DAVE T. OKAZAKI Chief Financial Officer June 27, 1996
- ---------------------- (principal financial and
Dave T. Okazaki accounting officer)
/s/ ROBERT CRANGLE Director June 27, 1996
- ----------------------
Robert Crangle
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ LOUIS A. DELMONICO Director June 27, 1996
- ----------------------
Louis A. Delmonico
/s/ FREDERICK M. HANEY Director June 27, 1996
- ----------------------
Frederick M. Haney
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ---------- --------------------------------------------------------------------- -----------
<S> <C> <C>
4.1 Helisys, Inc. Employee Stock Purchase Plan.*
5.1 Opinion of Stradling, Yocca, Carlson & Rauth. 9
23.1 Consent of Stradling, Yocca, Carlson & Rauth (Included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP. 11
23.3 Consent of BDO Seidman, LLP. 12
24.1 Power of Attorney (included on the signature page to the
Registration Statement)
- -------------------------
</TABLE>
* Incorporated by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 33-99244-LA)
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EXHIBIT 5.1
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
June 27, 1996
Helisys, Inc.
24015 Garnier Street
Torrance, California 90505
RE: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") being filed by Helisys, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 100,000 shares of the Company's common stock,
$.001 par value ("Common Stock"), issuable under the Company's Employee Stock
Purchase Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar
with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above.
Based on the foregoing, it is our opinion that the 100,000 shares of
Common Stock to be issued under the Plan against full payment in accordance with
the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
<PAGE>
Helisys, Inc.
June 27, 1996
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Stradling, Yocca, Carlson & Rauth
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated November 1, 1995, except with respect to the matter discussed in
Note 14, as to which the date is January 10, 1996 (and to all references to our
Firm) included in or made a part of this Registration Statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Orange County, California
June 27, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Helisys, Inc.
We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated October 7, 1994, relating to the
financial statements of Helisys, Inc., which are contained in that prospectus.
We also consent to the reference to us under the captions "Selected
Financial Data" and "Experts" in the Prospectus.
/s/ BDO SEIDMAN, LLP
--------------------
BDO SEIDMAN, LLP
Los Angeles, California
June 26, 1996
