<PAGE>
As Filed With the Securities and Exchange Commission on October 9, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PRINTRAK INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0070547
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1250 North Tustin Avenue, Anaheim, California 92807
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
---------------
1996 STOCK INCENTIVE PLAN
1994 STOCK OPTION PLAN
EXECUTIVE STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLANS)
---------------
Kevin P. McDonnell
Chief Financial Officer
Printrak International Inc.
1250 North Tustin Avenue, Anaheim, California 92807
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(714) 666-2700
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Bruce Feuchter, Esq.
Jeffrey B. Coyne, Esq.
Teri N. Hollander, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(714) 725-4000
Page 1 of 12 Pages
Exhibit Index on Page 8
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered(1) Price Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.0001 par value 2,020,800 shares (2) $14,597,348(2) $5,034
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1996 Incentive
Stock Option Plan (the "1996 Plan"), the 1994 Stock Option Plan (the "1994
Plan"), the Executive Stock Option Plan (the "Executive Plan"), and the
Employee Stock Purchase Plan (the "Purchase Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of
1,261,009 shares of Common Stock registered hereby which would be issued
upon exercise of options granted under the 1994 Plan and the Executive Plan
is based upon the per share exercise price of such options, the weighted
average of which is approximately $5.98 per share. With respect to the
remaining 659,791 shares of Common Stock registered hereby which would be
issued upon exercise of the remaining options and rights to purchase which
Registrant is authorized to issue under its 1996 Plan, the 1994 Plan and
the Executive Plan, the aggregate offering price is estimated solely for
purposes of calculating the registration fee, in accordance with Rule
457(h) on the basis of the price of securities of the same class, as
determined in accordance with Rule 457(c), using the average of the high
and low price reported by the Nasdaq National Market for the Common Stock
on October 1, 1996, which was $9.50 per share. For the purposes of the
100,000 shares of Common Stock to be issued under the Purchase Plan, the
aggregate offering price was estimated using a per share price of $8.075,
or 85% of $9.50, which price per share is the estimated basis at which the
shares will be issued pursuant to the Purchase Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Registrant's Prospectus dated July 2, 1996 filed pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the "Act").
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
(c) All other reports filed by the Registrant 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 Prospectus referred to in (a)
above.
(d) The description of the Registrant's Common Stock that is contained in
the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by the Registrant 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 of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law.
(b) The Registrant's Bylaws provide that the Registrant will indemnify
each person who was or is made a party to any proceeding by reason of the fact
that such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law.
(c) The Bylaws also gives the Registrant the ability to enter into
indemnification agreements with each of its officers and directors. The
Registrant has entered into indemnification agreements with each of its
directors and executive officers. The indemnification agreements provide for
the indemnification of directors and officers of the against any and all
expenses, judgments, fines, penalties and amounts paid in settlement, to the
fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Number Description
------ -----------
4.1 Printrak International Inc. 1996 Stock
Incentive Plan (the "1996 Plan") (incorporated by
reference to Exhibit 10.5 to the Company's
Registration Statement on Form S-1, Registration
No. 333-4610).
4.2 Form of Stock Option Agreement pertaining to the
1996 Plan (incorporated by reference to
Exhibit 10.6 to the Company's Registration
Statement on Form S-1, Registration No. 333-4610).
4.3 Form of Restricted Stock Purchase Agreement
pertaining to the 1996 Plan (incorporated by
reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1, Registration
No. 333-4610).
4.4 Printrak International Inc. 1994 Stock
Option Plan (the "1994 Plan") (incorporated by
reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1, Registration
No. 333-4610).
4.5 Form of Nonqualified Stock Option Agreement pertaining
to the 1994 Plan (incorporated by reference to
Exhibit 10.4 to the Company's Registration Statement
on Form S-1, Registration No. 333-4610).
4.6 Printrak International Inc. Executive Stock
Option Plan (the "Executive Plan") as amended
(incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-1,
Registration No. 333-4610).
4.7 Form of Nonqualified Stock Option Agreement
pertaining to the Executive Plan (incorporated by
reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, Registration
No. 333-4610).
4.8 Printrak International Inc. Employee
Stock Purchase Plan - 1996 (incorporated by
reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1, Registration
No. 333-4610).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
II-2
<PAGE>
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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) shall not
apply if the information required to be included in a post-effective amendment
by these 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) 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 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.
(c) 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>
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 Anaheim, State of California, on the 8th day
of October, 1996.
PRINTRAK INTERNATIONAL INC.
By: /s/ Kevin P. McDonnell
-----------------------
KEVIN P. McDONNELL
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Printrak International
Inc., do hereby constitute and appoint Richard M. Giles and Kevin P.
McDonnell, or either of them, our true and lawful attorneys-in-fact and
agents, each 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 to this Registration Statement, and to file the same, with 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 or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or his
substitute or substitutes, 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Richard M. Giles Chairman of the Board, President, October 8, 1996
- ------------------------ and Chief Executive Officer,
Richard M. Giles (Principal Executive Officer)
/s/ Kevin P. McDonnell Chief Financial Officer and October 8, 1996
- ------------------------ Director (Principal Financial and
Kevin P. McDonnell Principal Accounting Officer)
/s/ Charles L. Smith Director October 8, 1996
- ------------------------
Charles L. Smith
/s/ John G. Hardy Director October 8, 1996
- ------------------------
John G. Hardy
S-1
<PAGE>
/s/ David L. McNeff Director October 8, 1996
- ------------------------
David L. McNeff
/s/ Kenneth Simonds Director October 8, 1996
- ------------------------
Kenneth Simonds
S-2
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
4.1 Printrak International Inc. 1996 Stock Incentive ___
Plan (the"1996 Plan") (incorporated by reference
to Exhibit 10.5 to the Company's Registration
Statement on Form S-1, Registration No. 333-4610).
4.2 Form of Stock Option Agreement pertaining to the 1996 ___
Plan (incorporated by reference to Exhibit 10.6
to the Company's Registration Statement on Form
S-1, Registration No. 333-4610).
4.3 Form of Restricted Stock Purchase Agreement ___
pertaining to the 1996 Plan (incorporated by
reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1,
Registration No. 333-4610).
4.4 Printrak International Inc. 1994 Stock Option ___
Plan (the "1994 Plan") (incorporated by
reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1,
Registration No. 333-4610).
4.5 Form of Nonqualified Stock Option Agreement ___
pertaining to the 1994 Plan (incorporated by
reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1,
Registration No. 333-4610).
4.6 Printrak International Inc. Executive Stock ___
Option Plan (the "Executive Plan") as amended
(incorporated by reference to Exhibit 10.1 to
the Company's Registration Statement on Form
S-1, Registration No. 333-4610).
4.7 Form of Nonqualified Stock Option Agreement ___
pertaining to the Executive Plan (incorporated
by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1,
Registration No. 333-4610).
4.8 Printrak International Inc. Employee Stock ___
Purchase Plan - 1996 (incorporated by reference
to Exhibit 10.8 to the Company's Registration
Statement on Form S-1, Registration No.
333-4610).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a 10
Professional Corporation, Counsel to the
Registrant.
<PAGE>
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a ___
Professional Corporation (included in the
Opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent 12
auditors
24.1 Power of Attorney included on signature page to ___
the Registration Statement at page S-1).
<PAGE>
[LETTERHEAD]
October 8, 1996
Printrak International Inc.
1250 North Tustin Avenue
Anaheim, California 92807
RE: REGISTRATION STATEMENT ON FORM S-8--1996 STOCK INCENTIVE PLAN,
1994 STOCK OPTION PLAN, EXECUTIVE STOCK OPTION PLAN AND
EMPLOYEE STOCK PURCHASE PLAN
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Printrak International
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 2,020,800 shares of the Company's common stock,
no par value ("Common Stock"), issuable under the Company's 1996 Stock Incentive
Plan, 1994 Stock Option Plan, Executive Stock Option Plan and Employee Stock
Purchase Plan (the "Plans").
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:
1. stock options, when issued in accordance with the Plans, will be
legally issued and binding obligations of the Company; and
<PAGE>
Printrak International Inc.
October 8, 1996
Page 2
2. 2,020,800 shares of Common Stock, when issued under the Plans and
against full payment therefor in accordance with the respective terms and
conditions of the Plans, 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,
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Printrak International Inc. on Form S-8 of our report dated May 2, 1996,
appearing in the Prospectus dated July 2, 1996 filed with the Securities and
Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, on
the financial statements of Printrak International Inc. as of March 31, 1995
and 1996 and for each of the three years in the period ended March 31, 1996.
Costa Mesa, California
October 8, 1996
