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As filed with the Securities and Exchange Commission on September 22, 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)
MISCELLANEOUS STOCK OPTIONS
(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>
Title of each class Proposed Maximum Proposed
of securities to be Amount to be Offering Price per Maximum Amount of
registered Registered Share (2) Aggregate Offering Registration Fee
------------------- ----------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value........ 200,000 (1) $1.00 $ 200,000 $53.00
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(1) Shares subject to miscellaneous previously granted options.
(2) 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.
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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.
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.
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.
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(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 22 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 22nd
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 22, 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 22, 2000
--------------------------------- Chairman of the Board
Cecil E. Smith, Jr.
/s/ James Hamner Director September 22, 2000
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James Hamner
/s/ Meng-Sheng Lin Director September 22, 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 22, 2000
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Myles Welborn
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INDEX TO EXHIBITS
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<CAPTION>
<S> <C> <C>
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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