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As filed with the Securities and Exchange Commission on September 8, 2000
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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MICRO-ASI, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2586030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12655 N. CENTRAL EXPRESSWAY
SUITE 1000
DALLAS, TEXAS 75231
(972) 392-9636
(Address of registrant's principal executive offices)
MICRO-ASI, INC. 1999 STOCK OPTION PLAN
MICRO-ASI, INC. EMPLOYEE STOCK PURCHASE PLAN
MISCELLANEOUS STOCK OPTIONS AND WARRANTS
(Full title of plans)
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Joel E. Claybrook Copy to:
Vice Chairman and Chief Executive Officer David G. McLane, Esq.
Micro-ASI, Inc. Gardere & Wynne, L.L.P.
12655 N. Central Expressway, Suite 1000 1601 Elm Street, Suite 3000
Dallas, Texas 75231 Dallas, Texas 75201
(972) 392-9636 (214) 999-4607
(Name and address, including zip code, and telephone number,
including area code, of registrant's agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED SHARE (4) AGGREGATE OFFERING REGISTRATION FEE
-------------------- ------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value........ 10,000,000 (1) $0.7351 $ 7,351,400
Common Stock, $.001 par value........ 500,000 (2) $0.5419 $ 270,950
Common Stock, $.001 par value........ 3,375,000 (3) $1.0000 $ 3,375,000
Totals........................... 13,875,000 $10,997,350 $2,904
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(1) Includes 4,000,000 shares subject to options previously granted under
the Micro-ASI, Inc. 1999 Stock Option Plan.
(2) Shares subject to stock purchase rights which may be granted under the
Micro-ASI, Inc. Employee Stock Purchase Plan.
(3) Shares subject to miscellaneous previously granted employee and
consultant options and warrants.
(4) With respect to shares subject to options previously granted, the
Proposed Maximum Offering Price per Share is calculated pursuant to
Rule 457(h) and, as such, is based upon the exercise price of each
outstanding option. With respect to shares subject to options and stock
purchase rights not yet granted, the Proposed Maximum Offering Price
per Share is estimated in accordance with Rule 457(h) solely for the
purpose of calculating the registration fee on the basis of $.5419 per
share, the book value of the Registrant's common stock on June 30,
2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Micro-ASI, Inc. (the "Registrant") with
the Securities and Exchange Commission are incorporated by reference in this
registration statement.
(1) The Registrant's Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 1999 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-27027).
(2) The description of the Registrant's Common Stock which is
contained in the Registrant's Registration Statement on Form 10SB/A filed
pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 under this
registration statement, shall be deemed to be incorporated by reference in this
registration statement 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.
Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Registrant by Gardere & Wynne, L.L.P.
Attorneys in the firm participating in the preparation of the Registration
Statement own or may acquire upon exercise of options an aggregate of 350,000
shares of Common Stock of the Registrant.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Company's Restated Articles of Incorporation provides for
director liability indemnification. It states that the director shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of duty of care or other duty as a director except for certain acts
or omissions. (See Article IX of the Company's Articles of Incorporation.) It
also provides for limitation of liability to the fullest extent permitted by the
Texas Business Corporation Act for the Company's directors.
Article 8 of the Company's Bylaws provides for indemnification permitted by
Section G of Article 2.02-1 of the Texas Business Corporation Act or any
successor statute for its Officers and Directors. (See Article 8 of the
Company's Bylaws).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
5.1* -- Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
23.1* -- Consent of Ernst & Young LLP, independent accountants for the
Registrant.
23.2 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
24.1* -- Power of Attorney (included on signature page on page 6)
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* Filed herewith.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement 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.
(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.
(4) 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.
(5) 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Exchange 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 Exchange 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, 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 Dallas, State of Texas, on the 8th day of September,
2000.
MICRO-ASI, INC.
(Registrant)
By: /s/ Joel E. Claybrook
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Joel E. Claybrook
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joel E. Claybrook and Cecil E.
Smith, Jr. and each of them (with full power in each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or 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 indicated below in the City of Dallas, State of Texas, on the 8th day
of September, 2000.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Joel E. Claybrook Vice Chairman, September 8, 2000
---------------------------------------------- Chief Executive Officer,
Joel E. Claybrook Chief Financial Officer, and Director
(Principal Executive, Financial and
Accounting Officers)
/s/ Cecil E. Smith, Jr. Director and September 7, 2000
---------------------------------------------- Chairman of the Board
Cecil E. Smith, Jr.
/s/ James Hamner Director September 7, 2000
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James Hamner
/s/ Meng-Sheng Lin Director September 7, 2000
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Meng-Sheng Lin
Director September __, 2000
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Bart Stuck
Director September __, 2000
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Jeffrey D. Warren
/s/ Myles Welborn Director September 7, 2000
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Myles Welborn
</TABLE>
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INDEX TO EXHIBITS
5.1* -- Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
23.1* -- Consent of Ernst & Young LLP, independent accountants for the
Registrant.
23.2 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
24.1* -- Power of Attorney (included on signature page on page 6)
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* Filed herewith.
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