<PAGE>
Registration No. _________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PACIFIC RESEARCH & ENGINEERING CORPORATION
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2638420
- ---------------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2070 LAS PALMAS DRIVE
CARLSBAD, CALIFORNIA 92009
----------------------------------------------------------
(Address of principal executive offices) (Zip code)
PACIFIC RESEARCH & ENGINEERING CORPORATION
1996 OMNIBUS STOCK PLAN
-----------------------------------------------
(Full title of the plan)
JACK WILLIAMS
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PACIFIC RESEARCH & ENGINEERING CORPORATION
2070 LAS PALMAS DRIVE
CARLSBAD, CALIFORNIA 92009
---------------------------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 619/438-3911
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed
Title of maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share/1/ price/1/ fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 759,999 $ 5.50 $4,179,994.50 $1,266.67
440,001 2.40625 1,058,752.41 320.83
------------- ------------- ------------
1,200,000 $5,238,746.91 $1,587.50
</TABLE>
-------------------------------------------------
- -----------------------------------
/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the Plan, the price is computed on the basis of the exercise price. As to
the remaining shares, the price based on the average of the high and low prices
of the Common Stock on February 19, 1997, as reported on the American Stock
Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
Pacific Research & Engineering Corporation (the "Company") hereby
incorporates by reference in this registration statement the following
documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"), containing
audited financial statements for the Company's latest fiscal year ended December
31, 1995.
(b) All other reports filed 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 fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
II-1
<PAGE>
All 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 to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
- ------ -------------------------
The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
The Company's Articles of Incorporation and Bylaws provide that
the Company shall indemnify its directors, officers, employees and agents to the
full extent permitted by California law, including in circumstances in which
indemnification is otherwise discretionary under California law. In addition,
the Company has entered into separate indemnification agreements with its
directors and officers which would require the Company, among other things, to
indemnify them against certain liabilities which may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified and to maintain
directors' and officers' liability insurance, if available on reasonable terms.
These indemnification provisions may be sufficiently broad to
permit indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
- ------ -----------------------------------
Inapplicable.
Item 8. Exhibits
- ------ --------
See Exhibit Index.
Item 9. Undertakings
- ------ ------------
(a) Rule 415 Offering
-----------------
The undersigned registrant hereby undertakes:
II-2
<PAGE>
(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)(l)(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 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) Filing incorporating subsequent Exchange Act documents by reference
-------------------------------------------------------------------
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) Request for acceleration of effective date or filing of registration
--------------------------------------------------------------------
statement on Form S-8
---------------------
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 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
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.
II-3
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Carlsbad, State of California, on February 26,
1997.
Pacific Research & Engineering Corporation
By: /s/ JACK WILLIAMS
----------------------------------------
Jack Williams, President and Chief
Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
-----------------
The officers and directors of Pacific Research & Engineering Corporation
whose signatures appear below, hereby constitute and appoint Jack Williams and
Larry Eyler, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall 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 indicated on February 26,
1997.
Signature Title
- -------------------------------------------------------------------------------
/s/JACK WILLIAMS
- ------------------------
Jack Williams Chairman of the Board, Chief Executive
Officer and President (Principal Executive
Officer)
/s/MICHAEL DOSCH
- ------------------------
Michael Dosch Vice President, Chief Operating Officer and
Director
/s/LARRY EYLER
- ------------------------
Larry Eyler Vice President, Finance, Chief Financial
Officer, Corporate Secretary and Director
(Principal Financial and Accounting Officer)
/s/DAVID POLLARD
- ------------------------
David Pollard Vice President, Engineering and Director
/s/MICHAEL T. BOSWORTH
- ------------------------
Michael T. Bosworth Director
/s/JOHN D. LANE
- ------------------------
John D. Lane Director
/s/JOHN M. ROBBINS
- ------------------------
John M. Robbins Director
II-5
<PAGE>
EXHIBIT INDEX
-------------
4.1 Articles of Incorporation of the Company are incorporated by reference
to the Company's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on February 2, 1996, as amended
4.2 Bylaws of the Company are incorporated by reference to the Company's
Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission on February 2, 1996, as amended
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Harlan & Boettger, Independent Auditors
24 Power of Attorney (included in signature pages to this registration
statement)
<PAGE>
[LETTERHEAD OF GRAY CARY WARE FREIDENRICH]
GRAY CARY WARE
FREIDENRICH
A PROFESSIONAL CORPORATION EXHIBIT 5
Attorneys at Law Our File No.
400 Hamilton Avenue 11394-94001
Palo Alto, CA 94301-1825
Tel (415) 328-6561
Fax (415) 327-3699
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Pacific Research & Engineering Corporation, a
California corporation (the "Company"), we are rendering this opinion in
connection with the registration under the Securities Act of 1933, as amended,
of up to 1,200,000 shares of the Common Stock of the Company which may be issued
pursuant to the Pacific Research & Engineering Corporation 1996 Omnibus Stock
Plan (the "Plan"). We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 1,200,000 shares
of Common Stock which may be issued pursuant to the Plan are duly authorized
shares of the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears therein.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1996 Omnibus Stock Plan of Pacific Research &
Engineering Corporation of our report dated January 19, 1996, with respect to
the consolidated financial statements and schedule of Pacific Research and
Engineering Corporation for the year ended December 31, 1995 included in its
Registration Statement on Form SB-2 filed with the Securities and Exchange
Commission.
/s/ Harlan & Boettger
Harlan & Boettger
San Diego, California
February 25, 1997
