As filed with the Securities and Exchange Commission on September 11, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
COMARCO, INC.
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(Exact name of registrant as specified in its charter)
California 95-2088894
- ------------------------------ -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22800 Savi Ranch Parkway, Suite 214
Yorba Linda, California 92687
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(Address, including zip code, of registrant's
principal executive offices)
DIRECTOR STOCK OPTION PLAN
-------------------------------
(Full title of the plan)
Don M. Bailey
President and Chief Executive Officer
COMARCO, INC.
22800 Savi Ranch Parkway, Suite 214
Yorba Linda, California 92687
(714) 282-3832
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Roger H. Lustberg, Esq.
Riordan & McKinzie
300 South Grand Avenue
Los Angeles, California 90071
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
securities to to be Offering Price Aggregate Registration
be registered registered Per Share(1) Offering Price(1) Fee
- ------------- ---------- ------------- ----------------- ------------
Common Stock, 125,000 $15.813 $1,976,625 $682.00
no par value shares
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices on
September 5, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-45096) are hereby incorporated by reference in their
entirety except for those Items which are set forth below, which Items are
hereby superseded and restated in their entirety as follows:
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Riordan & McKinzie as to the legality of the Common Stock
registered hereby.
23.1 Consent of Riordan & McKinzie - contained in the opinion filed as
Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on Page II-3 hereto).
Item 9. Undertakings.
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, as amended (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; and
(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 (i) and (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.
(4) 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
Insofar as indemnification for liabilities 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Yorba Linda, State of California, on this 9th day of July, 1996.
Comarco, Inc.
By: /s/ Don M. Bailey
-------------------------------------
Don M. Bailey
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Don M. Bailey his true and lawful
attorney-in-fact and agent 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 attorney-in-fact and
agent, 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 said attorney-in-fact and agent, or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
---------- ----- ----
/s/ Don M. Bailey President, Chief Executive July 9, 1996
- --------------------------- Officer and Director
Don M. Bailey (Principal Executive Officer)
/s/ Thomas P. Baird Vice President and Chief July 9, 1996
- --------------------------- Financial Officer (Principal
Thomas P. Baird Financial and Accounting
Officer)
/s/ Gerald D. Griffin Chairman of the Board and July 9, 1996
- --------------------------- Director
Gerald D. Griffin
/s/ Adm. Wesley L. McDonald Director July 9, 1996
- ---------------------------
Adm. Wesley L. McDonald
/s/ Gen. Wilbur L. Creech Director July 9, 1996
- ---------------------------
Gen. Wilbur L. Creech
/s/ Paul G. Yovovich Director July 9, 1996
- ----------------------------
Paul G. Yovovich
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- -----------------------------------------------------------
5.1 Opinion of Riordan & McKinzie, A Professional Corporation.
23.1 Consent of Riordan & McKinzie (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on Page II-3 hereto).
11940.1
EXHIBIT 5-1
August 14, 1996
03-020-018
Comarco, Inc.
22800 Savi Ranch Parkway, Suite 214
Yorba Linda, California 92687
Ladies and Gentlemen:
You have requested our opinion with respect to 125,000
shares of the Common Stock (the "Shares") of Comarco, Inc., a California
corporation (the "Company"), which Shares are to be issued upon the exercise of
stock options (the "Options") granted and to be granted pursuant to the terms of
the Company's Director Stock Option Plan (the "Plan"). The Shares are the
subject of a Registration Statement on Form S-8 (the "Registration Statement"),
to which this opinion is attached as an exhibit, to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
In rendering this opinion, we have examined the Company's
Restated Articles of Incorporation, Bylaws, the Plan and the records of
corporate proceedings taken in connection with the Plan. We have also
investigated such questions of law for the purpose of rendering this opinion as
we have deemed necessary.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock, when issued and paid for pursuant to the exercise of
options granted under the Plan, will be duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
RIORDAN & McKINZIE
117141.1
EXHIBIT 23.2
Consent of Independent Accountants
The Board of Directors
COMARCO, Inc.:
We consent to the use of our report dated March 29, 1996 incorporated herein by
reference, which report appears in the January 31, 1996 annual report on Form
10-K of COMARCO, Inc.
KPMG Peat Marwick LLP
McLean, Virginia
September 6, 1996
