<PAGE>
As filed with the Securities and Exchange Commission on October 5, 1999
Registration No. ___________
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
Registration Statement Under The Securities Act of 1933
DOT HILL SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
New York 13-3460176
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6305 El Camino Real
Carlsbad, California 92009
(760) 931-5500
(Address of principal executive offices)
Dot Hill Systems Corp. 1995 Stock Incentive Plan,
-------------------------------------------------
Dot Hill Systems Corp. 1997 Employee Purchase Plan
--------------------------------------------------
and
---
Artecon, Inc. 1996 Stock Option Plan
------------------------------------
(Full title of Plan)
Philip Black
James L. Lambert
Co-Chief Executive Officers
Dot Hill Systems Corp.
6305 El Camino Real
Carlsbad, California 92009
(Name and address of agent for service of process)
(760) 931-5500
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Herrick, Feinstein LLP
2 Park Avenue
New York, New York 10016
Attn: Irwin A. Kishner, Esq.
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Proposed
Maximum Amount of
Title of Amount To Be Offering Price Proposed Aggregate Registration
Securities To Be Registered Registered Per Share Offering Price Fee
--------------------------- ---------- ---------- -------------- ---
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share....(1) 490,844 shares $15.9375 (4) $ 7,822,826.30 $2,174.74
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share....(2) 2,000,000 shares $ 6.6875(5) $13,375,000.00 $3,718.25
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share....(3) 500,000 shares $ 5.738(6) $ 2,869,000.00 $ 797.58
- ----------------------------------------------------------------------------------------------------------------------------
Totals 2,990,844 - $24,066,826.00 $6,690.57
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the number of shares of common stock of the Registrant which
may be issued to former option holders of Artecon, Inc. ("Artecon")
pursuant to the merger described herein, upon exercise of options
issued under the Artecon 1996 Stock Option Plan (the "Artecon Plan").
(2) Represents the number of additional shares of common stock of the
Registrant reserved for issuance under the Registrant's 1995 Stock
Incentive Plan.
(3) Represents the number of additional shares of common stock of the
Registrant reserved for issuance under the Registrant's Employee
Purchase Plan.
(4) Based on the maximum exercise price for outstanding options issued
under the Artecon Plan, adjusted for the Exchange Ratio (as defined
herein).
(5) Based on the average of the high and low price for a share of
Registrant's common stock, as reported by the New York Stock Exchange,
Inc. ("NYSE") for August 4, 1999.
(6) Based on 85% of the closing price for a share of the Registrant's
common stock, as reported by the NYSE for August 4, 1999.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING AS
PROVIDED IN RULE 462 UNDER THE SECURITIES ACT OF 1933.
<PAGE>
Part I - INFORMATION REQUIRED IN THE
---------------------------
SECTION 10(a) PROSPECTUS
------------------------
Item 1. Plan Information.
----------------
A. Dot Hill Plans
The contents of Registration Statement on Form S-8 No. 333-35751
filed by Registrant with the Securities and Exchange Commission (the
"Commission") on September 16, 1997, are incorporated herein by reference.
On August 2, 1999 (the "Closing Date") at a special meeting of
shareholders, the shareholders of the Company approved the reservation of an
additional (i) 2,000,000 shares of common stock of the Company, par value $.01
per share ("Company Common Stock") for issuance under the Company's 1995 Stock
Incentive Plan, and (ii) 500,000 shares of Company Common Stock under the
Company's 1997 Employee Stock Purchase Plan.
B. Artecon Plan
The contents of Registration Statement on Form S-8 No. 333-56281
filed by Artecon, Inc., a Delaware corporation ("Artecon"), with the Commission
on June 8, 1998, are incorporated by reference herein.
On the Closing Date, Registrant, Artecon and BH Acquisition Corp.,
a wholly-owned subsidiary of Registrant ("Merger Sub") consummated the
transactions contemplated by the Agreement and Plan of Merger dated April 29,
1999 among such parties (the "Merger Agreement"). Pursuant to the terms of the
Merger Agreement, as of the Closing Date, Registrant has assumed the obligations
of Artecon under the Artecon, Inc. 1996 Stock Option Plan (the "Artecon Plan"),
and has agreed to issue shares of Company Common Stock upon the exercise of
options issued under the Artecon Plan, at a rate of .40 shares of Company common
stock per share of Artecon common stock (the same exchange ratio used to convert
shares of Artecon's Company Common Stock into shares of Common Stock), as
described in the Merger Agreement.
Item 2. Registration Information and Employee Plan Annual Information.
-------------------------------------------------------------
The documents incorporated by reference according to Item 3 herein,
as well as those documents required to be delivered to employees of the
Registrant pursuant to Rule 428(b) under the Securities Act of 1933, as amended
(the "Securities Act"), are available without charge upon written or oral
request directed to Benefits Department, Dot Hill Systems Corp., 6305 El Camino
Real, Carlsbad, California 92009, (760) 931-5500.
-2-
<PAGE>
Part II - INFORMATION REQUIRED IN
-----------------------
THE REGISTRATION STATEMENT
--------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates by reference the following
documents into this Registration Statement.
a. The prospectus of the Registrant filed pursuant to Rule 424(b)
under the Securities Act, relating to the Common Stock issuable in connection
with the Merger Agreement, and registered in the Registration Statement on Form
S-4 (Registration No. 333 - 80395), declared effective on July 8, 1999.
b. The Registrant's Annual Report on Form 10-K, filed with the
Commission on March 30, 1999.
c. The Registrant's Quarterly Reports on Form 10-Q filed with the
Commission on May 14, 1999 and August 16, 1999.
d. The Registrant's Current Reports on Form 8-K filed with the
Commission on May 7, 1999, August 6, 1999 (as amended) and August 24, 1999.
In addition, any documents subsequently filed with the
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment to this Registration Statement which
indicate 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 and made a part of this Registration Statement from the date of
filing of such documents.
Item 4. Description of Securities.
-------------------------
Not required, as Registrant's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
No applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Amended and Restated Certificate of Incorporation of the
Registrant provides that a director of the Registrant shall not be liable to the
Registrant or its shareholders for
-3-
<PAGE>
damages for any breach of duty in such capacity unless a judgment or other final
adjudication adverse to such director establishes that his acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law or that he or she was not legally entitled or that his or her acts violated
Section 719 of the New York Business Corporation Law.
The By-laws of the Registrant further provide that the Registrant
shall indemnify any officer or director of the Registrant for his or her
reasonable expenses, including attorney's fees, actually and necessarily
incurred by him or her in connection with his or her defense of any action
(except an action by the Registrant in its own right) to which he or she becomes
a party by reason of the fact that such individual served as an officer or
director or employee of the Registrant or of any corporation in which he or she
served at the request of the Registrant, unless judgment or final adjudication
adverse to the officer or director establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the caus of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.
Section 722 of the New York Business Corporation Law provides, in
substance, that New York corporations may indemnify their directors and officers
in connection with actions or proceedings (other than one by or in the right of
the corporation to procure a judgment in its favor) brought against such
directors or officers, including actions brought against such directors or
officers by or in the right of any other corporation, by reason of the fact that
they are or were such directors or officers, against judgments, fines, amounts
paid in settlement and reasonable expenses.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
5 Legal Opinion of Herrick, Feinstein LLP
24.1 Consent of Arthur Andersen, LLP
24.2 Consent of Deloitte & Touche, LLP
Item 9. Undertakings.
------------
(1) The undersigned Registrant undertakes:
-4-
<PAGE>
(a) 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, unless the information required to be included in
such post-effective amendment is contained in a periodic report
required to be filed by the Registrant or plan pursuant to Section 13
or 15(d) of the Exchange Act that is incorporated herein by reference;
(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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the Registrant or plan pursuant to Section 13 or 15(d)
of the Exchange Act that is incorporated herein by reference;
(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.
(b) 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 related to the securities offered herein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant'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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(2) 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 provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
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 of the
Registrant of expenses incurred or paid by the 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
-5-
<PAGE>
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.
-6-
<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 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 New York, State of New York, on October 5, 1999.
DOT HILL SYSTEMS CORP.
By: /s/ Philip Black
----------------------------------
Name: Philip Black
Title: Co-Chief Executive Officer
By: /s/ James L. Lambert
----------------------------------
Name: James L. Lambert
Title: Co-Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip Black or James L. Lambert, his
true and lawful attorney-in-fact, with power of substitution, to execute in the
name of such person, in his capacity as a director or officer of Dot Hill
Systems Corp., any and all amendments to this Registration Statement on Form S-8
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute, may 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 on October 5, 1999, by the
following persons in the capacities indicated.
SIGNATURE TITLE
/s/ W.R. Sauey
- ---------------------------- Chairman
W.R. Sauey
/s/ Philip Black
- ---------------------------- Co-Chief Executive Officer and Director
Philip Black
/s/ James L. Lambert
- ---------------------------- Co-Chief Executive Officer and Director
James L. Lambert
/s/ Dr. Benjamin Monderer
- ---------------------------- Executive Vice President and Director
Dr. Benjamin Monderer
/s/ Carol Turchin
- ---------------------------- Executive Vice President and Director
Carol Turchin
-7-
<PAGE>
/s/ Benjamin Brussell
- ---------------------------- Director
Benjamin Brussell
/s/ Norman R. Farquhar
- ---------------------------- Director
Norman R. Farquhar
/s/ Dr. Chong Sup Park
- ---------------------------- Director
Dr. Chong Sup Park
/s/ R. Robert Rebman, Jr.
- ---------------------------- Chief Financial Officer
R. Robert Rebman, Jr.
-8-
<PAGE>
[Letterhead of Herrick, Feinstein LLP]
October 8, 1999
Dot Hill Systems Corp.
6305 El Camino Real
Carlsbad, California 92009
Re: Dot Hill Systems Corp.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
This opinion is being delivered to you in connection with the
filing by Dot Hill Systems Corp. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission, covering up to 2,990,844 shares of the Company's common stock, par
value $.01 per share (the "Shares"), which may be issued pursuant to (i) the
Company's 1995 Stock Incentive Plan (the "Incentive Plan"), (ii) the Company's
1997 Employee Stock Purchase Plan (the "Purchase Plan"), and (iii) the Artecon,
Inc. 1996 Employee Stock Option Plan (the "Artecon Plan", and together with the
Incentive Plan and the Purchase Plan, the "Plans").
In connection with this opinion, we have examined the
Agreement and Plan of Merger dated April 29, 1999, among Box Hill Systems Corp.,
BH Acquisition Corp. and Artecon, Inc. (the "Merger Agreement"), the
Registration Statement, the Amended and Restated Certificate of Incorporation of
the Company, the Amended and Restated By-laws of the Company, copies of the
Plans, certified resolutions of each of the Board of Directors and shareholders
of the Company and such other documents, records and instruments as we have
deemed necessary for the purposes of this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
In rendering this opinion we are acting solely in our capacity
as special counsel to the Company. Other than our representation of the Company
in connection with the Merger Agreement and the transactions contemplated
thereby, we have not acted as general counsel for the Company and, accordingly,
we are not generally familiar with the affairs of the Company.
On the basis of the foregoing, and in reliance thereon, we are
of the opinion that the Shares have been duly authorized, and when sold and
issued in accordance with the Incentive Plan, the Purchase Plan or the Artecon
Plan, as applicable, will be validly issued, fully paid and non-assessable.
<PAGE>
Dot Hill Systems Corp.
October 8, 1999
Page 2
The opinion set forth above is subject to the following
additional qualifications:
(a) We have not made any investigation or review of the
financial condition, operations, business or property of the Company.
(b) The validity, binding effect and enforceability of the
Plans may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyances, preferences, equitable subordination, and
other similar laws affecting or relating to the enforcement of creditors' rights
generally, or by statutory or decisional law concerning recourse by creditors to
security in the absence of notice.
(c) The validity, binding effect and enforceability of the
Plans are subject to the discretion of a court in applying general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or in law) and limitations on enforceability under certain
circumstances of provisions indemnifying a party against liability for its own
wrongful or negligent acts imposed by public policy relating thereto. Such
principles applied by a court might include a requirement that a person act
reasonably and in good faith.
(d) No opinion is expressed as to the enforceability of (i)
self help, (ii) provisions which purport to establish evidentiary standards,
(iii) provisions relating to waiver of remedies (or the delay or non-enforcement
thereof), disclaimers, liability limitations with respect to third parties,
releases of legal or equitable remedies, discharge of defenses or liquidated
damages or waivers of the right to interpose counterclaims, set-offs or
defenses, (iv) provisions relating to indemnification or (v) various remedies,
which may be unenforceable in whole or in part.
We are members of the Bar of New York and do not express any
opinion as to matters governed by any laws other than the internal laws of the
State of New York and the federal laws of the United States. We express no
opinion as to the effect of any future amendments, changes, additions or
modifications of any laws, and we assume no obligation to update or supplement
this letter to reflect any facts or circumstances which may come to our
attention in the future or any change in law which may occur in the future.
The foregoing opinions are limited to the matters stated in
this letter and no opinion shall be implied or inferred beyond the matters
expressly stated. This opinion (i) is rendered solely for your benefit, (ii) may
not be relied on by any other person or entity, (iii) may not be used by or
distributed to any other person or entity, (iv) may not be reproduced, referred
to or quoted in any financial statements, notes to financial statements,
offering materials, disclosure materials or similar
<PAGE>
Dot Hill Systems Corp.
October 8, 1999
Page 3
printed matter, and (v) may not be used in connection with any further or
subsequent transactions, without our prior written consent. Notwithstanding the
immediately preceding sentence, we consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Herrick, Feinstein LLP
<PAGE>
EXHIBIT 24.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated August
2, 1999 included in Dot Hill Systems Corp.'s Form 8-K and our report dated
January 29, 1999 included in Box Hill Systems Corp.'s Form 10-K for the year
ended December 31, 1998.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
October 1, 1999
<PAGE>
EXHIBIT 24.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dot Hill Systems Corp. on Form S-8 of our report dated May 6, 1999, appearing in
the current report on Form 8-K of Dot Hill Systems Corp., filed on October 1,
1999, relating to the consolidated financial statements of Artecon, Inc. and its
subsidiaries as of March 31, 1999 and 1998 and for each of the three years in
the period ended March 31, 1999 (not presented separately therein).
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Costa Mesa, California
October 5, 1999
