<PAGE>
As filed with the Securities and Exchange Commission on August 17, 1998.
Registration No._________
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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
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(Exact name of registrant as specified in its charter)
California 95-2638420
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2070 Las Palmas Drive
Carlsbad, California 92009
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(Address of principal executive offices) (Zip code)
Pacific Research & Engineering Corporation
1996 Omnibus Stock Plan
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(Full title of the plan)
Jack Williams
Chief Executive Officer
Pacific Research & Engineering Corporation
2070 Las Palmas Drive
Carlsbad, California 92009
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(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.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed Proposed
Title of maximum maximum
Securities to Amount to be offering price per aggregate Amount of
be registered/1/ registered/2/ share/2/ offering price registration fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 $2.375 $475,000 $140.13
===============================================================================================
</TABLE>
<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
- ------- -------------------------
- -------------------------------
/1/ Includes options to acquire such Common Stock.
/2/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low prices
of the Common Stock on August 11, 1998 as reported on the American Stock
Exchange.
<PAGE>
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
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
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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;
<PAGE>
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 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
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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
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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 August 13,
1998.
PACIFIC RESEARCH & ENGINEERING CORPORATION
By: /s/ JACK WILLIAMS
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Jack Williams, Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
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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 August 13, 1998.
Signature Title
- -------------------------------- -----------------------------------------
/s/ JACK WILLIAMS
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Jack Williams Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
/s/ LARRY EYLER
- -------------------------------- Vice President, Finance, Chief Financial
Larry Eyler Officer and Corporate Secretary
(Principal Financial and Accounting
Officer)
/s/ MICHAEL T. BOSWORTH
- --------------------------------
Michael T. Bosworth Director
/s/ JOHN D. LANE
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John D. Lane Director
/s/ HERB MCCORD
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Herb McCord Director
/s/ JOHN M. ROBBINS
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John M. Robbins Director
<PAGE>
EXHIBIT INDEX
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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
Our File No:
11394-94001
August 13, 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 200,000 shares of the Common Stock of the Company which may be issued
pursuant to the exercise of options granted under the Pacific Research &
Engineering 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 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 LLP
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.2
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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
Harlan & Boettger
San Diego, California
August 13, 1998
