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As Filed With the Securities and Exchange Commission on February 12, 1999
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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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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EMPLOYEE STOCK PURCHASE 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:
Mark L. Skaist, 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 6 pages
Exhibit Index is on Page 4
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(Facing page continued)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered(1) Share (2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 50,000 $0.14 $7,000 $1.95
$.001 par value shares
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</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Employee Stock
Purchase Plan (the "Plan").
(2) The aggregate offering price for 50,000 shares of Common Stock registered
hereby, which are to be offered to the Registrant's employees pursuant to
the Plan, is 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 last trading price of the Common Stock of the Registrant
as reported on the OTC Bulletin Board on February 2, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-07053) are incorporated herein by reference.
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
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).
4.2 Amendment Helisys, Inc. Employee Stock Purchase Plan adopted February
4, 1998.
5.1 Opinion of Stradling Yocca Carlson & Rauth.
23.1 Consent of Deloitte & Touche LLP, incorporated by reference to the
same numbered exhibit of the Company's Annual Report on Form 10-KSB
for the fiscal year ended July 31, 1998, as filed with the Securities
and Exchange Commission on November 13, 1998.
23.2 Consent of Stonefield Josephson, Inc., incorporated by reference to
the same numbered exhibit of the Company's Annual Report on Form
10-KSB for the fiscal year ended July 31, 1998, as filed with the
Securities and Exchange Commission on November 13, 1998.
24.1 Power of Attorney (included on this signature page to the Registration
Statement).
</TABLE>
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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 11th day of
February, 1999.
HELISYS, INC.
By: /s/ GARY S. MOSKOVITZ
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Gary S. Moskovitz
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Helisys, Inc., do hereby
constitute and appoint Gary Moskovitz 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/ GARY S. MOSKOVITZ
- -------------------------------- President, Chief Executive Officer and February 11, 1999
Gary S. Moskovitz Director (Principal Executive Officer)
/s/ MICHAEL FEYGIN
- -------------------------------- Chairman, Chief Technical Officer and February 11, 1999
Michael Feygin Director
/s/ ROBERT CRANGLE
- --------------------------------
Robert Crangle Director February 11, 1999
/s/ GREGORY CHAMBERS
- --------------------------------
Gregory Chambers Director February 11, 1999
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
4.1 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 Helisys, Inc. Employee Stock Purchase Plan adopted
February 4, 1998.
5.1 Opinion of Stradling Yocca Carlson & Rauth
23.1 Consent of Deloitte & Touche LLP, incorporated by reference to the
same numbered exhibit of the Company's Annual Report on Form 10-KSB
for the fiscal year ended July 31, 1998, as filed with the Securities
and Exchange Commission on November 13, 1998.
23.2 Consent of Stonefield Josephson, Inc., incorporated by reference to
the same numbered exhibit of the Company's Annual Report on Form
10-KSB for the fiscal year ended July 31, 1998, as filed with the
Securities and Exchange Commission on November 13, 1998.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
</TABLE>
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EXHIBIT 4.2
Amendment to Helisys, Inc. Employee Stock Purchase Plan
February 4, 1998
1. Article X.1 is amended in its entirety to read as follows:
1. Limitations on Purchase of Shares. The maximum number of shares of
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Company Stock that shall be made available for sale under the Plan shall be
150,000 shares, subject to adjustment under Section 10.4 below. The shares of
Company Stock to be sold to Participants under the Plan will be issued by the
Company. If the total number of shares of Company Stock that would otherwise be
issuable pursuant to rights granted pursuant to Section 6.1 of the Plan at the
Purchase Date exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available in as
uniform and equitable manner as is practicable. In such event, the Company
shall give written notice of such reduction of the number of shares to each
participant affected thereby and any unused payroll deductions shall be returned
to such participant if necessary.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH]
February 11, 1999
Helisys, Inc.
24015 Garnier Street
Torrance, CA 90505
Re: Registration Statement on Form S-8 - Employee Stock Purchase Plan
Ladies and Gentlemen:
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 12, 1999, in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 50,000 shares of the Company's
Common Stock, $.001 par value per share (the "Common Stock"), issuable under the
Company's Employee Stock Purchase 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 50,000 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.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
