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As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROCOM TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 33-0268063
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2181 DUPONT DRIVE
IRVINE, CA 92715
(Address of principal executive offices)
PROCOM TECHNOLOGY, INC. AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(Full Title of Plan)
FREDERICK JUDD
VICE PRESIDENT FINANCE AND GENERAL COUNSEL
PROCOM TECHNOLOGY, INC.
2181 DUPONT DRIVE
IRVINE, CA 92715
(name and address of agent for service)
(714) 852-1000 X 257
(telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share(1) price(1) fee(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 540,000 $7.17 $3,871,263 $1,173.11
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</TABLE>
(1) Pursuant to Rule 457(h), the maximum offering price per share and in the
aggregate, and the registration fee, were calculated based on an average
price of $7.17, which is comprised of (i) an average exercise price of $4.40
for the 301,800 shares of Common Stock subject to awards previously granted
under the Plan and (ii) the average of the high and low prices of the Common
Stock on the National Association of Securities Dealers Automated Quotation
System -- National Market System for March 21, 1997 for the 238,200 shares
of Common Stock subject to awards remaining to be granted under the Plan.
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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 documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents,
which include the statement of availability required by Item 2 of Form S-8,
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Procom Technology, Inc. (the
"Registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's most recent prospectus, dated December 17,
1996, filed pursuant to Rule 424(b) under the Securities Act, which includes
audited financial statements for the Registrant's latest fiscal year.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended January 24, 1997 filed with the Commission on March 10, 1997.
(c) The description of the Registrant's Common Stock incorporated
by reference in the Registrant's Registration Statement filed under Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
declared effective by the Commission on December 17, 1996, including any
amendment or report filed for the purposes of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated by reference herein 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 document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement. 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.
The California General Corporation Law provides that California
corporations may include provisions in their articles of incorporation
relieving directors of monetary liability for breach of their fiduciary duties
as directors, except for the liability of a director resulting from (i) any
transaction from which the director derives an improper personal benefit, (ii)
acts or omissions involving intentional misconduct or a knowing and culpable
violation of law, (iii) acts or omissions that a director believes to be
contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the director, (iv) acts or
omissions constituting an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Company or its shareholders, (v) acts
or omissions showing a reckless disregard for the director's duty to the Company
or its shareholders in circumstances in which the director was aware or should
have been aware, in the ordinary course of performing a director's duties, of a
risk of serious injury to the Company or its shareholders, (vi) any improper
transaction between a director and the Company in which the director has a
material financial interest (Section 310) or (vii) the making of an illegal
distribution to shareholders or an illegal loan or guaranty (Section 316). The
Company's Articles of Incorporation provide that the Company's directors are
not liable to the Company or its shareholders for monetary damages for breach
of their fiduciary duties to the fullest extent permitted by California law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. The Bylaws of the Company
(the "Bylaws") provide that the Company will indemnify its directors and
officers to the fullest extent permitted by California law, including
circumstances in which indemnification is otherwise discretionary under
California law, subject to certain limitations for actions initiated by the
director or officer, settlements not approved by the Company, losses covered by
the directors' and officers' liability insurance policy maintained by the
Company and judgments for an accounting of profits pursuant to Section 16(b) of
the Securities Exchange Act of 1934 and similar laws. In addition, the Company
may not indemnify directors and officers in circumstances in which
indemnification is expressly prohibited by Section 317 of the Law.
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The Company has entered into indemnification agreements with
certain of its directors and officers that require the Company to indemnify
such directors and officers to the fullest extent permitted by applicable
provisions of law, provided that any settlement of a third party action against
a director or officer is approved by the Company, and subject to limitations
for actions initiated by the director or officer, penalties paid by insurance
and violations of Section 16(b) of the Securities Exchange Act of 1934, as
amended, and similar laws. The agreements contain provisions that are broader
in some respects than the specific indemnification provisions contained in the
California Corporations Code. The indemnification agreements may require the
Company, among other things, to indemnify its officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or executive officers (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 obtain directors' and officers' insurance, if available on reasonable terms.
The Company also maintains director and officers' liability insurance policies
insuring directors and officers of the Company for covered losses as defined in
the policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1
(SEC File No. 333-15109) as amended.
4.2 Amended and Restated Bylaws of the Company.
Incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1
(SEC File No. 333-15109) as amended.
5.1 Opinion of O'Melveny Myers LLP.
10.1 Amended and Restated Procom Technology, Inc. 1995 Stock
Option Plan. Incorporated by reference to Exhibit 10.2
of the Registrant's Registration Statement on Form S-1
(SEC File No. 333-15109) as amended.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of O'Melveny Myers LLP (included in Exhibit
5.1).
ITEM 9. UNDERTAKING.
(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 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;
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(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 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 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) 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
en 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.
(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 by a director, officer or
controlling person of the Registrant in the successful defense or 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,
Procom Technology, Inc. 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 Irvine, State of California, on March 24, 1997.
PROCOM TECHNOLOGY, INC.
By: /s/ Alex Razmjoo
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Alex Razmjoo
Chairman, President and
Chief Executive Officer
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Alex Razmjoo Chairman of the Board, President, March 24, 1997
- ---------------------------------------------- Chief Executive Officer (Principal Executive
Alex Razmjoo Officer)
/s/ Alex Aydin Executive Vice President, Finance March 24, 1997
- ---------------------------------------------- Administration (Principal Financial Officer)
Alex Aydin
/s/ Frederick Judd Vice President, Finance and General Counsel March 24, 1997
- ---------------------------------------------- (Principal Accounting Officer)
Frederick Judd
/s/ Frank Alaghband Executive Vice President and Director March 24, 1997
- ----------------------------------------------
Frank Alaghband
/s/ Nick Shahrestany Executive Vice President and March 24, 1997
- ---------------------------------------------- Director
Nick Shahrestany
Director March , 1997
- ----------------------------------------------
Sam Inman
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page No.
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4.1 Restated Articles of Incorporation. Incorporated by
reference to Exhibit 3.1 of Registrant's
Registration Statement on Form S-1 (SEC File No. 333-15109).
4.2 Restated Articles of Incorporation. Incorporated by
reference to Exhibit 3.1 of Registrant's
Registration Statement on Form S-1 (SEC File No. 333-15109).
5.1 Opinion of O'Melveny Myers LLP.
10.1 Amended and Restated Procom Technology, Inc. 1995 Stock
Option Plan. Incorporated by reference to Exhibit 10.2
of the Registrant's Registration Statement on Form S-1
(SEC File No. 333-15109) as amended.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of O'Melveny Myers LLP (included in Exhibit 5.1).
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EXHIBIT 5.1
O'MELVENY & MYERS LLP
March
21st
1 9 9 7
685,342-999
Procom Technology, Inc.
2181 Dupont Drive
Irvine, California 92715
Re: Registration Statement on Form S-8
Gentlemen:
We are rendering this opinion to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") covering the registration
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of 540,000 shares (the "Shares") of Common Stock, $0.01 par
value, of Procom Technology, Inc., a California corporation (the "Company"),
issuable upon the exercise of awards granted or to be granted under the
Company's 1995 Stock Option Plan (the "Plan"). We are familiar with the
proceedings heretofore taken by you in connection with the authorization and
issuance of the Shares.
In connection with this opinion, we have examined such documents and
have reviewed such matters of fact and questions of law as we have considered
necessary for purposes hereof. On the basis of such examination and review and,
subject to proceedings being duly taken and completed by you as now contemplated
by us as your counsel prior to the issuance of the Shares, we are of the opinion
that the Shares to be issued under the Plan will, when issued and sold in
accordance with the terms of the Plan, be duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
O'Melveny & Myers LLP
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EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated November 13, 1996
included in Procom Technology, Inc.'s Form S-1 (File No. 333-15109) and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Orange County, California
March 20, 1997
