<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1998
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
of incorporation or organization) identification no.)
2070 LAS PALMAS DRIVE
CARLSBAD, CALIFORNIA 92009
----------------------------------------------------
(Address of principal executive offices) (Zip code)
INDIVIDUAL WARRANT TO PURCHASE COMMON STOCK OF
PACIFIC RESEARCH & ENGINEERING CORPORATION
----------------------------------------------------
(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: 760/438-3911
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________________________________
Title of Proposed maximum Proposed maximum
Securities to be Amount to be offering price per aggregate offering Amount of
registered/1/ registered share/1/ price/1/ registration fee
__________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 100,100 $4.68 $468,468 $138.20
</TABLE>
_______________________
/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is computed on the basis of the exercise price.
<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 annual report on Form 10-KSB filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for
the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of 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.
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.
<PAGE>
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
of 1933, as amended (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:
(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
<PAGE>
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.
<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 March 30, 1998.
PACIFIC RESEARCH & ENGINEERING CORPORATION
BY: /s/ Jack Williams
____________________________________________
JACK WILLIAMS, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
<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 March 30, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/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
/s/ Herb McCord
___________________________________
Herb McCord Director
</TABLE>
<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>
EXHIBIT 5
March 30, 1998
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 100,100 shares of the Common Stock of the Company which may be issued
pursuant to an individual warrant to purchase Common Stock of the Company (the
"Warrant"). 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 100,100 shares of
Common Stock which may be issued pursuant to the Warrant 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 Warrant, 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 LLP
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF HARLAN & BOETTGER, INDEPENDENT AUDITORS
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 February 28, 1998, with respect
to the consolidated financial statements and schedule of Pacific Research &
Engineering Corporation for the year ended December 31, 1997 included in its
annual report on Form 10-K filed with the Securities and Exchange Commission.
/s/ Harlan & Boettger
San Diego, California
March 30, 1998
