*** WE ARE FILING THE S-8/A DUE TO INCORRECT REPORTING OF THE I.R.S. EMPLOYER
IDENTIFICATION NO. ON THE S-8.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
DATAMARINE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2454559
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o SEA Inc. of Delaware
7030 - 220th Street S.W.
Mountlake Terrace, Washington 98043
(Address of principal executive offices, including zip code)
DATAMARINE INTERNATIONAL, INC.
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plan)
David C. Thompson
Datamarine International, Inc.
c/o SEA Inc. of Delaware
7030 - 220th Street S.W.
Mountlake Terrace, Washington 98043
(206) 771-2182
(Name, address and telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Number to Be Offering Price Aggregate Offering Amount of
to Be Registered Registered Per Share(1) Price(1) Registration Fee
------------------- ------------ ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value 48,000(2) $11.50 $552,000 $190.34
$0.01 per share
<FN>
<F1> Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended
(the "Securities Act"), solely for the purpose of calculating the
registration fee. The price per share is estimated to be $11.50 based on
the average of the high ($11.75) and low ($11.25) sales prices for the
Common Stock in the over-the-counter market on June 19, 1996, as reported
on the Nasdaq National Market.
<F2> Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Datamarine International, Inc. 1995 Stock Option Plan for Nonemployee
Directors as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
</FN>
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Mountlake Terrace, State of Washington, on June 26,
1996.
DATAMARINE INTERNATIONAL, INC.
By /s/ Peter D. Brown
---------------------------------------
Peter D. Brown
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Peter D. Brown and David C. Thompson, and each of them, as attorney-in-fact,
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on June 26, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <S>
/s/ Peter D. Brown Chairman of the Board, President, Chief Executive
- ------------------------ Officer and a Director (Principal Executive Officer)
Peter D. Brown
/s/ David C. Thompson Director (Principal Financial Officer and Principal
- ------------------------ Accounting Officer)
David C. Thompson
/s/ Robert F. Benbow Director
- ------------------------
Robert F. Benbow
/s/ Dale N. Hatfield Director
- ------------------------
Dale N. Hatfield
</TABLE>
