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As Filed With the Securities and Exchange Commission on February 5, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
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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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)
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1995 STOCK INCENTIVE PLAN
(Full title of the plan)
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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 8 pages
Exhibit Index is on Page 8
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered Per Share (1) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 500,000 $2.00 $1,000,000 $303.03
$.001 par value shares
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the price of securities of
the same class as determined in accordance with Rule 457(c), using the
average of the high and low prices of the Common Stock of the registrant as
reported on the Nasdaq National Market System on February 4, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Form 10-KSB for the period ended July 31, 1996, as
amended by its Form 10-KSB/A, Amendment No. 1, containing the audited financial
statements of Registrant for its fiscal year ended July 31, 1996.
(b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended October 31, 1996.
(c) The description of the Registrant's Common Stock which is contained in
the Registrant's registration statement on Form 8-A filed under Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
(d) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the last fiscal quarter covered by
the Annual Report on Form 10-KSB, as amended, 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.
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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.
(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
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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.
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4.1 Helisys, Inc. 1995 Stock Incentive Plan (Incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on Form SB-2
(Registration No. 33-99244-LA)).
4.2 Amendment to 1995 Stock Incentive Plan adopted January 7, 1997.
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.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
Item 9. Undertakings.
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(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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any additional or changed material information
on the plan of distribution.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
these paragraphs is incorporated by reference from periodic reports filed
by the small business issuer under the Exchange Act.
(2) That, for the purpose of determining liability under the
Securities Act, to treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of
such securities at that time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
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(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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 small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer 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 small business issuer 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 31st day of
January, 1997.
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 or either of them,as
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto or any related registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended; and we do hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL FEYGIN Chief Executive Officer, January 24, 1997
- ------------------- President and Director
Michael Feygin (Principal Executive Officer)
/s/ DAVE T. OKAZAKI Chief Financial Officer and January 23, 1997
- ------------------- Director (Principal Financial and
Dave T. Okazaki Accounting Officer)
/s/ ROBERT CRANGLE Director January 25, 1997
- ------------------
Robert Crangle
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ FREDERICK M. HANEY Director January 24, 1997
- ----------------------
Frederick M. Haney
/s/ B. ALLEN LAY Director January 23, 1997
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B. Allen Lay
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Helisys, Inc. 1995 Stock Incentive Plan.*
4.2 Amendment to 1995 Stock Incentive Plan adopted January 7, 1997.
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.
24.1 Power of Attorney (included on the signature page to the
Registration Statement)
</TABLE>
- -----------
* Incorporated by reference to Exhibit 10.1 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 33-99244-LA)
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EXHIBIT 4.2
AMENDMENT TO HELISYS, INC. 1995 STOCK INCENTIVE PLAN
January 7, 1997
1. Section 4.1 is amended in its entirety to read as follows:
"4.1 SHARES SUBJECT TO THE PLAN. A total of 500,000 shares of Common Stock
may be issued under the Plan, subject to adjustment as to the number and
kind of shares pursuant to Section 4.2 hereof. For purposes of this
limitation, in the event that (a) all or any portion of any Option or Right
to Purchase granted or offered under the Plan can no longer under any
circumstances be exercised, or (b) any shares of Common Stock are reacquired
by the Company pursuant to an Incentive Option Agreement, Nonqualified
Option Agreement or Stock Purchase Agreement, the shares of Common Stock
allocable to the unexercised portion of such Option or such Right to
Purchase, or the shares so reacquired, shall again be available for grant
or issuance under the Plan."
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
February 5, 1997
Helisys, Inc.
24015 Garnier Street
Torrance, California 90505
RE: Registration Statement on Form S-8 - 1995 Stock Incentive Plan
Ladies and 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 (the "Commission") on February 5, 1997, in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 500,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), issuable under the Company's 1995 Stock Incentive Plan, as
amended (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 500,000 shares of Common
Stock to be issued under the Plan and against full payment therefor in
accordance with the respective terms and conditions of the Plan will be legally
and validly issued, fully paid and nonassessable.
<PAGE>
Helisys, Inc.
February 5, 1997
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our reports dated
November 12, 1996, included in Helisys, Inc.'s Form 10-KSB for the year ended
July 31, 1996, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Orange County, California
January 31, 1997
