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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1998
REGISTRATION NO. 333-_______
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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SPECTRA-PHYSICS LASERS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1335 TERRA BELLA AVENUE 77-0264342
(State of Incorporation) BUILDING 7 (I.R.S. Employer
MOUNTAIN VIEW, CALIFORNIA 94043 Identification Number)
(Address of principal executive offices)
(Zip Code)
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1997 SPECTRA-PHYSICS LASERS, INC. STOCK OPTION PLAN
(Full Title of the Plan)
Mr. Patrick L. Edsell
Spectra-Physics Lasers, Inc.
1335 Terra Bella Avenue
Building 7
Mountain View, California 94043
(Name and address of agent for service)
(650) 961-2550
(Telephone number, including area code, of agent for service)
Copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: Carmen J. Romano, Esq.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ------------------------- ---------------------- ------------------------------ ------------------------------ ---------------
Title of securities to Number of shares to Proposed maximum offering Proposed maximum aggregate Amount of
be registered be registered (1) price per share (2) offering price (2) registration
fee
- ------------------------- ---------------------- ------------------------------ ------------------------------ ---------------
<S> <C> <C> <C>
Common Stock, par value
$.01 per share 2,309,721 $17.81 $41,136,131.01 $12,135.16
- ------------------------- ---------------------- ------------------------------ ------------------------------ ---------------
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(1) Represents the maximum number of shares issuable under the plan covered by
this registration statement.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) and 457(c) under the Securities Act of 1933 on
the basis of $17.81 per share, the average of the high and low prices of
the registrant's Common Stock as reported for May 26, 1998.
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PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
ITEMS 1 & 2. PLAN INFORMATION; REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act") is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
registration statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference into this registration statement:
1. The Company's Quarterly Report on Form 10-Q for the three-month
period ended March 31, 1998 (File No. 000-23461), filed May 12, 1998;
2. The Company's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 000-23461), filed March 27, 1998; and
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-23461) and the
information incorporated therein by reference appearing under the caption
"Description of Capital Stock" beginning on page 52 of the Prospectus included
as part of the Company's Registration Statement on Form S-1 (File No.
333-38329), which Prospectus was filed December 12, 1997 pursuant to Rule 424(b)
promulgated under the Securities Act, including any amendments or reports for
the purpose of updating such description.
In addition, all documents subsequently filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing with the Commission of a post-effective amendment that (i) indicates that
all securities registered hereby have been sold or (ii) effects the
deregistration of the balance of such securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Dechert Price & Rhoads has acted as special counsel for the Company in
the preparation of this Registration Statement and has given an opinion upon the
validity of the securities registered hereby, which opinion has been filed as an
exhibit hereto. Members of and attorneys employed by Dechert Price & Rhoads own
in the aggregate 39,750 shares of Common Stock of the Company.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation provides that directors of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
relating to prohibited dividends or distributions or the repurchase or
redemption of stock, or (iv) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's Bylaws provide for
indemnification of the Company's officers and directors to the fullest extent
permitted under Delaware law.
The Company maintains directors' and officers' liability insurance for
the benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 The relevant portions of the Company's Certificate of
Incorporation defining the rights of holders of Common Stock
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (File No. 333-38329), filed
October 21, 1997).
4.2 Form of Certificate of Common Stock (incorporated by reference to
Exhibit 4.1 of Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 333-38329), filed November 26, 1997).
5 Opinion of Dechert Price & Rhoads.
15 Not applicable.
23.1 Consent of Coopers & Lybrand L.L.P. (included on page 6 hereof).
23.2 Consent of Dechert Price & Rhoads (included in Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereof).
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;
(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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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 a 20% 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)
above 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 Exchange Act that are incorporated by reference in
the 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 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 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.
[The remainder of this page is left blank intentionally.]
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SIGNATURES
The registrant. 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 Mountain View, State of California, on May 29,
1998.
SPECTRA-PHYSICS LASERS, INC.
By: /s/ Patrick L. Edsell
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Patrick L. Edsell
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Patrick L. Edsell and Thomas J.
Scannell, each and individually, his attorneys-in-fact, with full power of
substitution and resubstitution, for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement
and to file the same with the Securities and Exchange Commission, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each such
attorney-in-fact, or his agent or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
Chairman, President and
/s/ Patrick L. Edsell Chief Executive Officer and Director May 29, 1998
- -------------------------- (principal executive officer)
Patrick L. Edsell
Vice President, Finance
/s/ Thomas J. Scannell (principal financial officer and principal May 29, 1998
- -------------------------- accounting officer)
Thomas J. Scannell
/s/ Lawrence C. Karlson Director May 29, 1998
- --------------------------
Lawrence C. Karlson
/s/ Lennart F. Rappe Director May 29, 1998
- --------------------------
Lennart F. Rappe
/s/ Lars Spongberg Director May 29, 1998
- --------------------------
Lars Spongberg
/s/ Thomas T. van Overbeek Director May 29, 1998
- --------------------------
Thomas T. van Overbeek
</TABLE>
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Spectra-Physics Lasers, Inc. on Form S-8 relating to the
registration of 2,309,721 shares of common stock for the 1997 Spectra-Physics
Lasers, Inc. Stock Option Plan, of our reports dated January 16, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Spectra-Physics Lasers, Inc. as of December 31, 1997 and 1996, and for each
of the three years in the period ended December 31, 1997, appearing in the
Annual Report on Form 10-K (SEC File No. 000-23461) of Spectra-Physics Lasers,
Inc., filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
COOPERS & LYBRAND L.L.P.
San Jose, California
May 27, 1998
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[EXHIBIT 5]
[DECHERT PRICE & RHOADS LETTERHEAD]
May 29, 1998
Spectra-Physics Lasers, Inc.
1335 Terra Bella Avenue
Mountain View, CA 94043
Re: 2,309,721 Shares of Common Stock, as described in the
Registration Statement on Form S-8 referred to below
Gentlemen and Ladies:
We have acted as special counsel for Spectra-Physics Lasers,
Inc. (the "Company") in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of an aggregate of 2,309,721
shares (the "Shares") of the Company's Common Stock, par value $.01 per share
("Common Stock"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed today with the Securities and Exchange
Commission under the Securities Act relating to the issuance of the Shares
pursuant to the 1997 Spectra-Physics Lasers, Inc. Stock Option Plan (the
"Plan"). We have assumed for purposes of this opinion that the Shares may be
either (i) newly issued from the Company's reserve of authorized but previously
unissued shares or (ii) previously outstanding shares acquired by the Company.
We have participated in the preparation of the Registration
Statement, reviewed the form of Common Stock certificate and examined such
corporate records and documents and matters of law as we have considered
appropriate to enable us to give this opinion.
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Spectra-Physics, Inc.
May 29, 1998
Page 2
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized by the Company, and that the Shares
issuable upon exercise of the stock options granted under the Plan, when issued
upon exercise of such stock options in accordance with the terms of the Plan and
option agreements, and delivered to the purchasers thereof against payment of
the exercise price therefor, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Yours very truly,
/s/ Dechert Price & Rhoads
