As filed with the Securities and Exchange Commission on December 28, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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METRIKA SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 33-0733537
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5788 Pacific Center Boulevard
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
METRIKA SYSTEMS CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Sandra L. Lambert, Secretary
Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
(Name and Address of Agent for Service)
(781) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
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<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Proposed
securities Amount Proposed Maximum Amount of
to be to be Maximum Aggregate Registration
registered registered Offering Offering Fee
Price Per Price
Share
Common Stock,
$.01 par value 150,000 $6.00 (2) $900,000 (2) $238
per share shares (1)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number of shares of the
Registrant's Common Stock as may be issuable in connection with adjustments
under the employee benefit plan described herein to reflect certain changes in
the Registrant's capital structure, including stock dividends or stock splits.
(1) The shares registered hereunder are issuable under the Metrika Systems
Corporation Employees Equity Incentive Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h) under the Securities Act
of 1933. The calculation of the proposed maximum aggregate offering price
has been based upon (1) the registration hereunder of an aggregate of
150,000 shares and (2) the average of the high and low sales prices,
$6.00 and $6.00, respectively, of the Registrant's Common Stock on the
American Stock Exchange on December 27, 1999 as reported in the
consolidated transaction reporting system.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to the respective participants in the plan listed on the cover page of this
Registration Statement pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). As used in this Registration Statement,
the terms "Registrant" or "Company" refer to Metrika Systems Corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 3, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended October 2, 1999; and
(e) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed under the
Exchange Act, as such description may be amended from time to
time.
All reports or proxy statements filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold, or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian is a
full-time employee of Thermo Electron Corporation ("Thermo Electron"), the
majority stockholder of Thermo Instrument Systems Inc. ("Thermo Instrument"),
which in turn is the majority stockholder of the Company, is an officer of the
Company, Thermo Instrument and Thermo Electron, and owns or has the right to
acquire 2,500 shares of Common Stock, 22,331 shares of the common stock, $.10
par value per share, of Thermo Instrument, 355,694 shares of the common stock,
$1.00 par value per share, of Thermo Electron, and 138,013 shares of the common
stock of Thermo Electron's subsidiaries other than the Company and Thermo
Instrument.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Company and to its stockholders and provide for indemnification of the Company's
officers and directors for liabilities and expenses that they may incur in such
capacities. In general, officers and directors are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any criminal
action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful. The Company also has indemnification agreements with its
directors and officers that provide for the maximum indemnification allowed by
law.
Thermo Electron has an insurance policy which insures the directors and
officers of Thermo Electron and its subsidiaries, including the Company, against
certain liabilities which might be incurred in connection with the performance
of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
<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 of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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) 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
<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 San Diego, State of California, on this 28th day of
December, 1999.
METRIKA SYSTEMS CORPORATION
By: /s/ Ernesto A. Corte
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Ernesto A. Corte
President and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Metrika Systems
Corporation hereby appoints Theo Melas-Kyriazi, Paul F. Kelleher, Kenneth J.
Apicerno, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution, for
him and in his name, place and stead, 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 all 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 and 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 said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Ernesto A. Corte President, Chief Executive December 28, 1999
- ------------------------- Officer and Director
Ernesto A. Corte
<PAGE>
/s/ Theo Melas-Kyriazi Chief Financial Officer December 28, 1999
- -------------------------
Theo Melas-Kyriazi
/s/ Paul F. Kelleher Chief Accounting Officer December 28, 1999
- -------------------------
Paul F. Kelleher
/s/ Denis A. Helm Chairman of the Board of December 28, 1999
- ------------------------- Directors
Denis A. Helm
/s/ Joseph A. Baute Director December 28, 1999
- -------------------------
Joseph A. Baute
/s/ Willard R. Becraft Director December 28, 1999
- -------------------------
Willard R. Becraft
/s/ John T. Keiser Director December 28, 1999
- -------------------------
John T. Keiser
/s/ Earl R. Lewis Director December 28, 1999
- -------------------------
Earl R. Lewis
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5.1).
24 Power of Attorney (see signature pages to this Registration
Statement).
EXHIBIT 5.1
Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, CA 92121
December 28, 1999
Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, CA 92121
Re: Registration Statement on Form S-8
Relating to 150,000 Shares of the Common Stock,
$.01 par value, of Metrika Systems Corporation
Dear Sirs:
I am General Counsel to Metrika Systems Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in connection with the
registration under the Securities Act of 1933, as amended, on Form S-8 (the
"Registration Statement"), of 150,000 shares of the Company's Common Stock, $.01
par value per share (the "Shares") subject to the Metrika Systems Corporation
Employees Equity Incentive Plan.
I or a member of my legal staff have reviewed the corporate proceedings
taken by the Company with respect to the authorization of the issuance of the
Shares. I or a member of my legal staff have also examined and relied upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of the Company
and have made all investigations of law and have discussed with the Company's
representatives all questions of fact that I have deemed necessary or
appropriate.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation validly existing and in corporate good
standing under the laws of the State of Delaware.
2. The issuance and sale of the Shares as contemplated in the Registration
Statement have been duly authorized by the Company.
3. The Shares, when issued and sold in accordance with the provisions of
the Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
Seth H. Hoogasian
General Counsel
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
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As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
February 11, 1999, included or incorporated by reference in Metrika Systems
Corporation's Annual Report on Form 10-K for the year ended January 2, 1999, and
to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 21, 1999
