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As filed with the Securities and Exchange Commission on November 26, 1997
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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INVISION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3123544
(State of incorporation) (I.R.S. Employer Identification No.)
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7151 GATEWAY BLVD.
NEWARK, CALIFORNIA 94560
(510) 739-2400
(Address and telephone number of Principal Executive Offices)
OPTIONS ASSUMED BY INVISION TECHNOLOGIES, INC.
ORIGINALLY GRANTED UNDER THE QUANTUM MAGNETICS, INC.
1994 QUALIFIED AND NONQUALIFIED OPTION PLAN
(Full title of the plan)
CURTIS P. DISIBIO
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
7151 GATEWAY BLVD.
NEWARK, CALIFORNIA 94560
(510) 739-2400
(Name, address, and telephone number of agent for service)
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Copies to:
ROBERT L. JONES, ESQ
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(650) 843-5000
CALCULATION OF REGISTRATION FEE
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Title Of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To Be To Be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock
(par value $.001) 49,151 shares $ 3.27 $ 160,554 $100
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933,
as amended(as the calculated fee is below $100, the $100 minimum fee is
paid). The price per share and aggregate offering price are calculated on
the basis of the weighted average of the exercise prices of the options
assumed as follows:
Options to purchase 42,435 shares of InVision Common Stock at an exercise
price of $3.63 per share.
Options to purchase 6,716 shares of InVision Common Stock at an exercise
price of $0.97 per share.
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Shares registered hereunder will be issued upon exercise of stock options
assumed by InVision Technologies, Inc., a Delaware corporation (the "Company"),
pursuant to an Agreement and Plan of Merger and Reorganization among the
Company, QP Acquisition Corp., a California corporation and a wholly-owned
subsidiary of the Company, and Quantum Magnetics, Inc., a California corporation
("Quantum"), dated as of September 3, 1997. These options were originally
granted to employees of Quantum under the Quantum 1994 Qualified and
Nonqualified Option Plan.
2.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996 (File No. 0-28236), including all material incorporated by reference
therein, as amended by Amendment No. 1 thereto;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (File No. 0-28236), including all material incorporated by
reference therein;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 (File No. 0-28236), including all material incorporated by reference
therein, as amended by Amendment No. 1 thereto;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 (File No. 0-28236), including all material incorporated by
reference therein;
(e) The Company's Current Report on Form 8-K (File No. 0-28236), filed
September 10, 1997;
(f) The Company's Current Report on Form 8-K (File No. 0-28236), filed
October 7, 1997; and
(g) The description of the Company's Common Stock, which is contained in
the Registration Statement Form 8-A filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on April 18, 1996, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's By-laws provide the Company will indemnify its directors and
executive officers to the fullest extent not prohibited by the Delaware General
Corporation Law, provided (a) that the Company may limit the extent of such
indemnification by contract, and (b) the Company will not be required to
indemnify any director or executive officer in connection with any proceeding
(or part thereof) initiated by such person or any proceeding by such person
against the Company or its directors, officers, employees or other agents unless
(i) such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the Company or (iii) such
indemnification is provided by the Company, in its sole discretion, pursuant to
the powers vested in the Company under the Delaware General Corporation Law.
The Company's By-laws also provide that the Company may indemnify its other
officers, employees and other agents, to the fullest extent not prohibited by
Delaware law.
3.
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The Company's Certificate of Incorporation provides for the elimination of
a director's personal liability to the Company or its stockholders for monetary
damages resulting from a breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for acts in
violation of Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derives an improper personal benefit.
These provisions do not limit or eliminate the rights of the Company or any
stockholder to seek nonmonetary relief, such as an injunction or rescission, in
the event a breach of director's fiduciary duty. These provisions will not
alter a director's liability under any other laws, such as the federal
securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Page 6 of this
Registration Statement.
99.1* Quantum Magnetics, Inc. 1994 Qualified and Nonqualified Option
Plan, as amended.
* Previously filed with the SEC as an exhibit to the Company's Registration
Statement on Form S-4 (Reg. No. 333-35341) filed September 10, 1997.
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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
4.
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act 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 herein, 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 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 the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, 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 Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
5.
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SIGNATURES
THE REGISTRANT. 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 Newark, State of California, on
this 26th day of November, 1997.
INVISION TECHNOLOGIES, INC.
By: /s/ Sergio Magistri
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Dr. Sergio Magistri
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sergio Magistri and Curtis P. DiSibio,
and each or any one of them, his true and lawful attorney-in-fact and agent,
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
(including post-effective amendments) to this Registration Statement, and to
file the same, with all 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 and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully 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 dates indicated.
SIGNATURE TITLE DATE
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/s/ Sergio Magistri President, Chief Executive November 26, 1997
- -------------------------- Officer and Director
Dr. Sergio Magistri (Principal Executive Officer)
/s/ Curtis P. DiSibio Senior Vice President and November 26, 1997
- -------------------------- Chief Financial Officer
Curtis P. DiSibio (Principal Financial and
Accounting Officer)
Chairman of the Board and
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Dr. Giovanni Lanzara
/s/ Douglas P. Boyd Director November 26, 1997
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Dr. Douglas P. Boyd
/s/ Bruno Trezza Director November 26, 1997
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Dr. Bruno Trezza
6.
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Page 6 of this
Registration Statement.
99.1* Quantum Magnetics, Inc. 1994 Qualified and Nonqualified Option
Plan, as amended.
* Previously filed with the SEC as an exhibit to the Company's Registration
Statement on Form S-4 (Reg. No. 333-35341) filed September 10, 1997.
7.
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EXHIBIT 5.1
[COOLEY GODWARD LETTERHEAD]
November 26, 1997
InVision Technologies, Inc.
7151 Gateway Blvd.
Newark, California 94560
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by InVision Technologies, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 49,151 shares of the
Company's Common Stock, $.001 par value, (the "Shares"), pursuant to options
assumed by the Company pursuant to an Agreement and Plan of Merger and
Reorganization among the Company, QP Acquisition Corp., a California corporation
and a wholly-owned subsidiary of the Company, and Quantum Magnetics, Inc., a
California corporation ("Quantum"), dated as of September 3, 1997. These
options were originally granted to employees of Quantum under the Quantum 1994
Qualified and Nonqualified Option Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Robert L. Jones
Robert L. Jones, Esq.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997 appearing on page
F-1 of the Company's Annual Report on Form 10-K (File No. 0-28236), as amended,
for the year ended December 31, 1996, and to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated August 22, 1997
(except as to Note 15 (Merger Agreement), which is as of September 30, 1997),
appearing on page F-1 of the Company's Current Report on Form 8-K (File No.
0-28236), filed on October 7, 1997.
Price Waterhouse LLP
San Jose, California
November 26, 1997
