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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
FIREARMS TRAINING SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 57-0777018
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30174
(770) 813-0180
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------
FIREARMS TRAINING SYSTEMS, INC. STOCK OPTION PLAN
-------------------------------------------------
(FULL TITLE OF THE PLAN)
DAVID A. APSELOFF
FIREARMS TRAINING SYSTEMS, INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30174
(770) 813-0180
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
--------------------------
WITH A COPY TO:
JAMES G. ARCHER
SIDLEY & AUSTIN
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 2,490,000 $14.00 $15,591,889 $4,724.82
Common Stock
($.000006 par value)
=======================================================================================================
</TABLE>
(1) Issuable upon exercise of options granted pursuant to the Firearms
Trainings Systems, Inc. Stock Option Plan (the "Plan").
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(2) The proposed maximum per share and aggregate offering price, calculated
solely for the purpose of calculating the registration fee pursuant to Rules
457(c) and (h)(1) under the Securities Act of 1933, is based on (a) the
exercise price of options that have been granted under the Plan on September
17, 1996 multiplied by the number of shares of Class A Common Stock
underlying such options ($3.253 for 1,742,834 shares), (b) the exercise
price of options that have been awarded under the Plan to certain employees
on the dates such employees commenced employment multiplied by the number of
shares of Class A Common Stock underlying such options ($14.00 for 30,000
shares) and (c) the remaining number of shares of Class A Common Stock as to
which options may be granted under the Plan (717,166) multiplied by
$13.25 the average of the high and low per share price of the Class A
Common Stock reported by the Nasdaq National Market on February 21, 1997.
_____________________
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information.*
*The information required in Part I of Form S-8 is currently
included in a Prospectus, dated February 25, 1997, which is to be
distributed to participants in the Firearms Training Systems, Inc. Stock
Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have previously been filed by the
Company with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
1. Prospectus dated November 26, 1996 as filed with the
Commission pursuant to Rule 424(b) promulgated under the Securities Act.
2. The description of the Class A Common Stock of the Company,
$.000006 par value, set forth in Form 8-A for Registration of Certain
Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), effective as of
November 25, 1996, including any amendment or report filed for the purpose
of updating such description.
3. Quarterly Report on Form 10-Q for the quarter ended December
31, 1996.
In addition, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement that indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued in
connection with this Registration Statement will be passed upon for the
Company by Sidley & Austin, New York, New York.
The consolidated financial statements of the Company at March 31,
1995 and 1996, and for each of the three years in the three-year period
ended March 31, 1996, appearing in the Company's Prospectus dated November
26, 1996 which forms a part of the Company's Registration Statement No.
333-13105 on Form S-1, have been incorporated herein in reliance upon the
reports of Price Waterhouse LLP and Arthur Andersen LLP, independent
certified public accountants included therein, and upon the authority of
said firms as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law ("DGCL"), provides that a
corporation may limit the liability of each director to the corporation or
its shareholders for monetary damages except for liability: (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases; and
(iv) for any transaction from which the director derives an improper
personal benefit. The Company's Restated Certificate of Incorporation,
filed as Exhibit 3.1 hereto, provides that no director of the Company shall
be personally liable to the Company or its shareholders for monetary
damages for breach of fiduciary duties as a director except in the
circumstances specified in the foregoing clauses (i), (ii), (iii) and (iv).
The effect of these provisions is to eliminate the rights of the Company
and its shareholders (through shareholders' derivative suits on behalf of
the Company) to recover monetary damages against a director for certain
breaches of fiduciary duty as a director (including breaches resulting from
grossly negligent conduct). This provision in the Restated Certificate of
Incorporation does not exonerate the directors from liability under federal
securities laws nor does it limit the availability of non-monetary relief
in any action or proceeding against a director. In addition, the Restated
Certificate of Incorporation provides that the Company shall, to the
fullest extent permitted by the DGCL, indemnify its officers and directors
against liabilities, costs and expenses as provided by the DGCL. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or others pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended (the "Securities Act") and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration
Statement:
Exhibit
Number Description
4.1 Firearms Training Systems, Inc. Stock Option Plan
(Incorporated by reference to Exhibit 10.13 to the
Registration Statement on Form S-1, No. 333-13105, filed by
the Company with the Commission under the Securities Act)
5 Opinion of Sidley & Austin regarding legality of the Class
A Common Stock
23.1 Consent of Sidley & Austin (Incorporated by reference to
Exhibit 5 hereof)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Arthur Andersen LLP
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(a) (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 this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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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 Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this 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) That, for the purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this 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
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.
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SIGNATURES
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 Suwanee, State of
Georgia, on the 25th day of February, 1997.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Peter A. Marino
-------------------------------------
Peter A. Marino
President and Chief Executive
Officer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and
appoints Peter A. Marino and David A. Apseloff, each of them singly, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them, for him and his name,
place and stead, and 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 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 necessary or desirable 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 said
attorneys-in-fact and agents or any of them or any of their substitutes may
lawfully 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Peter A. Marino Chief Executive Officer, February 25, 1997
- ----------------------- President and Director
Peter A. Marino (Principal Executive Officer)
-8-
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Signature Title Date
--------- ----- ----
/s/ David A. Apseloff Treasurer, Chief Financial February 25, 1997
- ---------------------- Officer and Assistant
David A. Apseloff Secretary (Principal
Financial and Accounting
Officer)
/s/ Lester Pollack Chairman of the Board and February 25, 1997
- ---------------------- Director
Lester Pollack
- ---------------------- Director February , 1997
William J. Bratton
- ---------------------- Director February , 1997
Craig I. Fields
/s/ Jonathan H. Kagan
- ---------------------- Director February 25, 1997
Jonathan H. Kagan
/s/ Scott Perekslis
- ---------------------- Director February 25, 1997
Scott Perekslis
- ---------------------- Director February , 1997
Bruce G. Pollack
/s/ Paul J. Zepf
- ---------------------- Director February 25, 1997
Paul J. Zepf
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EXHIBIT 5
[Sidley & Austin Letterhead]
February 25, 1997
Firearms Training System, Inc.
7340 McGinnis Ferry Road
Suwanee, GA 30174
Re: 2,490,000 Shares of Class A Common Stock, $.000006
par value, of Firearms Training Systems, Inc.
--------------------------------------------------
Gentlemen:
We refer to the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on February 25, 1997 (the "Registration
Statement") by Firearms Training Systems, Inc. (the "Company") under the
Securities Act of 1933 (the "Act") relating to the registration of 2,490,000
shares of Class A Common Stock (the "Shares"), $.000006 par value, of the
Company.
We are familiar with the proceedings to date with respect to the
proposed issuance of the Shares pursuant to the Company's Stock Option Plan (the
"Plan") pursuant to the Registration Statement and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
The Shares issued pursuant to the Plan will be validly issued, fully
paid and nonassessable when (i) the Company's Board of Directors or a duly
authorized committee of the Board shall have duly adopted final resolutions
authorizing the award of options to purchase such Shares in accordance with the
terms of the Plan, (ii) certificates representing the Shares shall have been
duly executed, countersigned and registered in the books of the Company and duly
delivered to the participants in the Plan in accordance with the terms of the
Plan, and (iii) the Company shall have received the consideration therefor upon
the exercise of the stock options.
<PAGE>
Firearms Training System, Inc.
February 25, 1997
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 8, 1994, except as to the stock
split described in Note 10 and the third paragraph of Note 10, which are as of
November 1, 1996, which appears on page F-3 of the Form S-1 Registration
Statement, relating to financial statements of Firearms Training Systems, Inc.
and its subsidiary for the year ended March 31, 1994. We also consent to the
application of such report to the Financial Statement Schedule for the year
ended March 31, 1994, listed under Item 16(b) of the Form S-1 Registration
Statement. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Atlanta, Georgia
February 19, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 of our report dated May 17, 1996 included in
Registration Statement File No. 333-13105.
/s/ Arthur Andersen LLP
Atlanta, Georgia
February 24, 1997
