<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
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 30024
(770) 813-0180
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FIREARMS TRAINING SYSTEMS, INC. EMPLOYEE STOCK COMPENSATION PLAN
----------------------------------------------------------------
(FULL TITLE OF THE PLAN)
DAVID A. APSELOFF
FIREARMS TRAINING SYSTEMS, INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30024
(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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
Class A
Common Stock
<S> <C> <C> <C> <C>
($.000006 par value) 500,000 $13.44 $6,720,000 $2,036.36
</TABLE>
(1) Issuable upon grant of awards pursuant to the Firearms Training Systems,
Inc. Employee Stock Compensation Plan.
(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 the
number of shares of Class A Common Stock which may be granted under the
Plan (500,000) multiplied by $13.44, the average of the high and low per
share price of the Class A Common Stock reported by the Nasdaq National
Market on July 10, 1997.
------------------------
<PAGE> 2
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 July 14, 1997, which is to be distributed to participants in
the Firearms Training Systems, Inc. Employee Stock Compensation Plan.
<PAGE> 3
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. Annual Report on Form 10-K for the fiscal year ended March 31,
1997 ("Form 10-K").
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.
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedule included in the
Company's Form 10-K and incorporated by reference in this registration
statement have been audited by Arthur Anderson LLP, independent public
accountants, and are included herein upon the authority of said firm as
experts in giving said reports.
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.
<PAGE> 4
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 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.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Firearms Training Systems, Inc., Employee Stock
Compensation Plan
5.1 Opinion of Sidley & Austin regarding legality of the
Class A Common Stock (Included in Exhibit 23.1)
23.1 Consent of Sidley & Austin
23.2 Consent of Arthur Andersen LLP
</TABLE>
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:
<PAGE> 5
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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.
<PAGE> 6
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 14th day of July, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter A. Marino Chief Executive Officer,
- ------------------- President and Director July 14, 1997
Peter A. Marino (Principal Executive Officer)
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David A. Apseloff Treasurer, Chief Financial July 14, 1997
- --------------------- Officer and Assistant
David A. Apseloff Secretary (Principal Financial
and Accounting Officer)
/s/ Lester Pollack Chairman of the Board and
- ------------------ Director July 14, 1997
Lester Pollack
/s/ William J. Bratton Director July 14, 1997
- ----------------------
William J. Bratton
/s/ Craig I. Fields Director July 14, 1997
- -------------------
Craig I. Fields
/s/ Jonathan H. Kagan Director July 14, 1997
- ---------------------
Jonathan H. Kagan
/s/ Scott Perekslis Director July 14, 1997
- -------------------
Scott Perekslis
/s/ Bruce G. Pollack Director July 14, 1997
- --------------------
Bruce G. Pollack
/s/ Paul J. Zepf Director July 14, 1997
- ----------------
Paul J. Zepf
</TABLE>
<PAGE> 1
EXHIBIT 4.1
FIREARMS TRAINING SYSTEMS, INC.
EMPLOYEE STOCK COMPENSATION PLAN
ARTICLE 1. PURPOSE
1.1 The purposes of this Plan are to advance the interests of the
Company and its shareholders by providing for the issuance from time to time of
Company Common Stock to provide compensation to Designated Employees for past
services rendered to the Company or to pay for various employee benefits with
Company Common Stock, all as determined by the Committee. The Committee may
issue Company Common Stock hereunder for any purpose relating to employee
compensation and benefits, including, without limitation, issuances in lieu of
salary, vacation or sick leave pay, issuances to make Company matching
contributions under the Company's 401(k) Profit Sharing Plan, or other issuances
determined by the Committee to be consistent with the purposes of this Plan. The
issuance of Company Common Stock for compensation or benefits will benefit the
Company and its shareholders by (i) conserving the cash resources of the
Company, and (ii) by aligning the interests of the Designated Employees and the
shareholders by providing the Designated Employees an additional incentive to
perform well and to increase shareholder value.
ARTICLE 2. DEFINITIONS
In this Plan the following words shall have the meanings hereinafter
assigned to them:
2.1 "Plan" means the Firearms Training Systems, Inc. Employee Stock
Compensation Plan.
2.2 "Company" means Firearms Training Systems, Inc. and its
subsidiaries.
2.3 "Board of Directors" means the Board of Directors of the Company.
2.4 "Committee" means a committee designated by the Board of Directors
consisting of two or more members of the Board of Directors and, in the absence
of a designation otherwise, shall be the Compensation Committee of the Board of
Directors.
2.5 "Company Common Stock" means the Class A Common Stock, par value
$.000006 per share of the Company.
-1-
<PAGE> 2
2.6 "Employee" means any officer or employee employed by the Company.
2.7 "Designated Employee" means any Employee selected by the Committee
to participate in or receive an award under this Plan.
2.8 "Fair Market Value" means an amount determined by multiplying (i)
the aggregate number of shares of Company Common Stock by (ii) the reported
closing price per share of Company Common Stock on the Nasdaq National Market
(or the consolidated tape of such other principal exchange on which such stock
is traded) on the date such shares are awarded pursuant to this Plan or, if
there are no sales on such date, such price of the stock on the most recent
trading day prior thereto.
ARTICLE 3. ADMINISTRATION
3.1 The Plan shall be administered by the Committee. The Committee,
subject to the terms of the Plan, shall have full power and authority to
interpret and administer the Plan, including establishing any rules, conditions
or other similar actions related to awards under the Plan.
3.2 All determinations, decisions, directions, interpretations, rules,
regulations and conditions made, or given by the Committee under this Plan shall
be final, binding and conclusive.
3.3 A majority of the Committee shall constitute a quorum. The acts of
the Committee shall be either (i) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (ii) acts
approved in writing by a majority of the members of the Committeewithout a
meeting. The Committee may appoint a subcommittee consisting of at least two
members of the Committee and may authorize such subcommittee to have all powers
and to perform all functions of the Committee.
3.4 Subject to adjustment by the Committee in the event of a stock
split, stock dividend, recapitalization, reorganization, merger, consolidation,
exchange of shares or any other similar event or occurrence, 500,000 shares of
Company Common Stock shall be available for issuance under the Plan. The shares
of Company Common Stock may be from authorized but unissued shares or from
shares held by the Company as treasury stock.
<PAGE> 3
ARTICLE 4. PARTICIPANTS
4.1 During the existence of this Plan, the Committee shall, from time to
time, select the Employees of the Company who shall participate in the Plan or
to whom Company Common Stock shall be awarded under this Plan.
4.2 The Committee in selecting the Designated Employees shall give full
consideration to recommendations of officers of the Company, but the decision of
the Committee shall be binding and conclusive on all parties.
4.3 The Committee may approve the award of shares of Company Common
Stock to Designated Employees under this Plan for any purpose consistent with
the purposes of the Plan, as set forth in Article 1.
ARTICLE 5. EMPLOYEE CONTRIBUTIONS
5.1 No Employee contributions of any kind may be made under this Plan,
nor shall the issuance of any Company Common Stock under the Plan require or be
contingent upon or be in exchange for any future services of any participant.
ARTICLE 6. WITHHOLDING ON DISTRIBUTIONS
6.1 The Committee shall have the right to require, prior to the issuance
or delivery of any shares of Company Common Stock, payment by the Designated
Employee of any tax which the Company may, under Federal, state, local or other
tax laws, be required to withhold in connection with the issuance of any Company
Common Stock under this Plan. Such payment may be, at the option of the
Committee, by (i) withholding whole shares of Company Common Stock that
otherwise would be delivered having an aggregate Fair Market Value determined as
of the date the obligation to withhold or pay taxes arises in connection with
the award in the amount necessary to satisfy any such obligation or (ii) payment
of cash by the Designated Employee in the amount necessary to satisfy such
obligation.
ARTICLE 7. AMENDMENT OR TERMINATION
7.1 The Board of Directors may, from time to time, amend, modify,
change, suspend or terminate, in whole or in part, any or all of the provisions
of the Plan except that:
(a) No amendment, modification, change, suspension, or termination
without his consent may affect any right of any Designated Employee to
receive a distribution approved prior to the effective date of such
amendment, modification, change, suspension, or termination.
<PAGE> 4
(b) No amendment, modification, or change may withdraw the obligation
and right of interpretation and administration of the Plan from the
Committee.
ARTICLE 8. GENERAL
8.1 The Plan and the validity, construction, interpretation,
administration, and effect of the Plan and of its rules and regulations and any
rights of any and all personnel having or claiming to have an interest therein
or thereunder shall be governed by the laws of the State of Delaware.
8.2 The selection by the Committee of a Designated Employee to receive a
distribution of Company Common Stock hereunder shall not give such Employee any
right to remain in the employ of the Company, any subsidiary of the Company or
any affiliate of the Company and the right and power of the Company, any
subsidiary of the Company or any affiliate of the Company to dismiss or
discharge any Employee at any time without any liability hereunder is
specifically reserved.
8.3 The Plan shall be effective July 1, 1997.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ David A. Apseloff
--------------------------
Name: David A. Apseloff
Title: Chief Financial Officer
<PAGE> 1
EXHIBIT 23.1
July 14, 1997
Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, GA 30024
Re: 500,000 Shares of Class A Common Stock, $0.000006
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 July 14, 1997 (the "Registration
Statement") by Firearms Training Systems, Inc. (the "Company") under the
Securities Act of 1933 (the "Act") relating to the registration of 500,000
shares of Class A Common Stock (the "Shares"), $0.000006 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 Employee Stock
Compensation 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 issuance of such Shares in accordance with the terms of the Plan
and (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.
We hereby consent to the filing of this opinion as Exhibit 5.1 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> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 16, 1997
included in Firearms Training Systems, Inc. Form 10-K and all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 8, 1997
