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As filed with the Securities and Exchange Commission on July 6, 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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T/R SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1958870
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1300 Oakbrook Drive
Norcross, Georgia 30093
(Address of principal executive offices) (Zip code)
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T/R SYSTEMS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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Michael E. Kohlsdorf
President and Chief Executive Officer
T/R Systems, Inc.
1300 Oakbrook Drive
Norcross, Georgia 30093
(Name and address of agent for service)
(770) 448-9008
(Telephone number, including area code, of agent for service)
With a copy to:
Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered Registered per share(1) offering price(1) registration fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 200,000 shares $6.4531 $1,290,620 $341.00
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</TABLE>
(1) Estimated solely for calculating the amount of the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Act").
The offering price is calculated based upon the average of the high and low
sales prices of the registrant's Common Stock as reported on the Nasdaq National
Market on June 29, 2000, a date within 5 business days prior to the filing of
this Registration Statement.
(2) The registration fee of $341.00 is calculated by multiplying the
product of the proposed maximum offering price per share and the number of
shares to be registered by .000264.
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EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by T/R Systems, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's annual report on Form 10-K for the fiscal year
ended January 31, 2000;
(b) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since January 31, 2000; and
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated January 21, 2000, including the
information incorporated by reference into that registration statement from the
Registration Statement on Form S-1, as amended, File No. 333-88439.
All documents subsequently filed by the Company 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Company's Second Restated Articles of Incorporation
(the "Articles of Incorporation") provides that, except to the extent allowable
pursuant to the Georgia Business Corporation Code (the "Georgia Code"), as such
provisions exist from time to time, no director of the Company shall be liable
to the Company or its shareholders for, or with respect to, any acts or
omissions in the performance of his duties as a director. The Company's Articles
of Incorporation further provide that in discharging the duties of their
respective positions and in determining what is believed to be in the best
interests of the Company, the Board of Directors, committees of the Board of
Directors, and individual directors, in addition to considering the effects of
any action on the Company or its shareholders, may consider the interests of the
employees, customers, suppliers, and creditors of the Company and its
subsidiaries, the communities in which offices or other establishments of the
Company and its subsidiaries are located, and all other factors such directors
consider pertinent, provided, however, that this provision shall be deemed
solely to grant discretionary authority to the directors and shall not be deemed
to provide to any constituency any right to be considered.
Article VIII of the Articles of Incorporation and Article 8.10 of the
Company's Restated Bylaws (the "Bylaws") provide that the Company shall
indemnify, to the fullest extent permitted by the Georgia Code or any other laws
presently or hereafter in effect, each person who is or was or had agreed to
become a director or officer of the Company or is or was serving or had agreed
to serve at the request of the Board of Directors or an officer of the Company
as an employee or agent of the Company, as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including the heirs, executors, administrators or estate of such
person. The right to indemnification conferred by Article 8.10 of the Company's
Bylaws is a contract right and includes the right to be paid by the Company the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Georgia Code requires, the payment
of such expenses incurred
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by a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified.
The Georgia Code provides that a company may indemnify an individual
who was or is a party to a proceeding because he is or was a director or officer
against liability incurred in the proceeding if he acted in a manner he believed
in good faith to be in or not opposed to the best interests of the company, and,
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct unlawful. The termination of a proceeding by judgment, order,
settlement, conviction, or a plea of nolo contendere or its equivalent is not,
of itself, determinative that the director or officer did not meet the standard
of conduct set forth in the Georgia Code. However, no indemnification shall be
made of an officer or director in connection with a proceeding by or in the
right of the company in which the director or officer was adjudged liable to the
company or in connection with any other proceeding in which he was adjudged
liable on the basis that personal benefit was improperly received by him.
Indemnification in connection with a proceeding by or in the right of the
company is limited to reasonable expenses incurred in connection with the
proceeding.
The Georgia Code further provides that a company shall not indemnify an
officer or director unless authorized in the specific case upon a determination
that indemnification of the director or officer is permissible in the
circumstances because he has met the applicable standard of conduct set forth
above and prescribes the persons who may make such determination.
To the extent that a director or officer has been successful, on the
merits or otherwise, in defense of any proceeding to which he was a party or in
defense of any claim, issue or matter therein, he shall be indemnified against
reasonable expenses (including attorneys' fees) incurred by him in connection
therewith. The Company shall pay for the reasonable expenses incurred by a
director or officer who is a party to a proceeding in advance of the final
disposition of the proceeding if the director or officer furnishes the Company
notice as required under that director's or officer's indemnification agreement,
if one exists, a written affirmation of his good faith belief that he has met
the standard of conduct set forth above, and the director or officer furnishes
the Company a written undertaking, executed personally or on his behalf, to
repay any advances if it is ultimately determined that he is not entitled to
indemnification by the Company as authorized in Article 8.10 of the Company's
Bylaws.
The Company has entered into agreements dated March 4, 1994 with E.
Neal Tompkins and Charles H. Phipps, directors of the Company, which obligate
the Company to indemnify each such director to the fullest extent permitted by
Georgia law if such director acted in a manner he believed in good faith to be
in or not opposed to the best interests of the Company, or in any criminal
action, if such director had no reasonable cause to believe his conduct giving
rise to such action was unlawful (the "Indemnification Agreements"). The right
to indemnification under the Indemnification Agreements is in addition to, and
not in lieu of, any other rights to indemnification such directors may have.
Pursuant to the terms of the Indemnification Agreements, for the purposes of
pursuing his rights to indemnification, the director must submit a sworn
statement of a request for indemnification to the Company and shall present to
the Company reasonable evidence of all expenses for which payment is requested.
The Company maintains insurance for its directors and officers of
$10,000,000.
Item 7. Exemption from Registration Claimed.
Inapplicable.
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Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4 T/R Systems, Inc. 2000 Employee Stock Purchase Plan
5 Opinion of Jones, Day, Reavis & Pogue re: legality
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP, independent auditors
24 Power of Attorney (included in the signature page)
</TABLE>
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;
(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 sub-paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
or 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 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
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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 Securities Act of 1933 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 of
1933 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 Atlanta, State of Georgia, on the 5th day of July,
2000.
T/R SYSTEMS, INC.
By: /s/ Michael E. Kohlsdorf
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Michael E. Kohlsdorf
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Michael E. Kohlsdorf and Lyle W.
Newkirk, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other 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 or 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 each of said
attorneys-in-fact and agents, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
President and Chief Executive Officer July 5, 2000
/s/ Michael E. Kohlsdorf (Principal Executive Officer)
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Michael E. Kohlsdorf
Senior Vice President, Chief Financial Officer, July 5, 2000
Secretary and Treasurer (Principal Financial
/s/ Lyle W. Newkirk and Accounting Officer)
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Lyle W. Newkirk
------------------------------- Director
Charles H. Phipps
------------------------------- Director
C. Harold Gaffin
------------------------------- Director
Philip T. Gianos
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Kevin J. McGarity Director July 5, 2000
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Kevin J. McGarity
/s/ Peter S. Sealey Director July 3, 2000
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Peter S. Sealey
/s/ E. Neal Tompkins Director July 5, 2000
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E. Neal Tompkins
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4 T/R Systems, Inc. 2000 Employee Stock Purchase Plan
5 Opinion of Jones, Day, Reavis & Pogue re: legality
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23.2 Consent of Deloitte & Touche, independent public accountants
24 Power of Attorney (included in signature page)
</TABLE>
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