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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1997
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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DREXLER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0176309
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1077 INDEPENDENCE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043-1601
(415) 969-7277
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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DREXLER TECHNOLOGY CORPORATION
1991 STOCK OPTION PLAN
(Full Title of the Plan)
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JEROME DREXLER Copy to:
Chief Executive Officer JERALD E. ROSENBLUM, ESQ.
DREXLER TECHNOLOGY CORPORATION MICHAEL W. PROZAN, ESQ.
1077 INDEPENDENCE AVENUE ROSENBLUM, PARISH & ISAACS, P.C.
MOUNTAIN VIEW, CALIFORNIA 94043-1601 160 W. SANTA CLARA STREET, SUITE 1500
(415) 969-7277 SAN JOSE, CALIFORNIA 95113
(Name, address, including zip code, (408) 280-2800
and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Each Class Amount to be Proposed Proposed Amount of
of Securities to be Registered Maximum Maximum Registration
Registered Offering Price Aggregate Offering Fee
Per Share(1) Price(1)
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<S> <C> <C> <C> <C>
Common Stock 250,000 $11.75 $2,937,500 $303.03
Shares
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the filing fee, based on the average of the high and low prices for the
Company's Common Stock as reported on the NASDAQ National Market System on
March 5, 1997.
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FORWARD LOOKING STATEMENTS. Certain statements made in documents incorporated by
reference herein relating to the plans, objectives and economic performance of
Drexler Technology Corporation (the "Company") go beyond historical information
and may provide an indication of future results. To that extent, they are
forward looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and each is subject to factors that could cause actual
results to differ from those in the forward-looking statement. Such factors are
described in the documents filed by the Company from time to time with the
Securities and Exchange Commission, including, but not limited to, the Company's
most recent report on Form 10-K filed June 27, 1996 and registration statement
33-88588 on Form S-3 last amended on September 17, 1996 and are herein
incorporated herein by this reference.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Registration Statement No. 33-40039, filed April 17, 1991,
are incorporated herein by reference.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
5 Opinion of Rosenblum, Parish & Isaacs, PC re Legality.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Rosenblum, Parish & Isaacs, PC (included in Exhibit 5).
24 Power of Attorney (included on Page 2).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Mountain View, State of California, on March 10,
1997.
DREXLER TECHNOLOGY CORPORATION
By: /s/ JEROME DREXLER
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Jerome Drexler, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jerome
Drexler and Steven G. Larson, jointly and severally, his attorney-in-fact, each
with the power of substitution for him in any and all capacities, to sign any
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may 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 dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ----------------------------- ---------------
<S> <C> <C>
/s/ JEROME DREXLER Chief Executive Officer and March 10, 1997
- ----------------------------------------------- Chairman of the Board of
Jerome Drexler Directors (Principal
Executive Officer)
/s/ STEVEN G. LARSON Vice President and Treasurer March 10, 1997
- ----------------------------------------------- (Chief Financial and
Steven G. Larson Accounting Officer)
/s/ ARTHUR H. HAUSMAN Director March 5, 1997
- -----------------------------------------------
Arthur H. Hausman
/s/ WILLIAM E. MCKENNA Director March 10, 1997
- -----------------------------------------------
William E. McKenna
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ROSENBLUM
PARISH &
ISAACS
A LAW CORPORATION
March 10, 1997
Drexler Technology Corporation
1077 Independence Avenue
Mountain View, California 94043-7277
Re: Proposed Form S-8 Registration
of Additional Shares of Common Stock
for 1991 Stock Option Plan
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 to which this letter
will be attached as an exhibit, to be filed by Drexler Technology Corporation
(the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to 250,000 shares of
the Company's $0.01 per share par value Common Stock (the "Shares") which have
been added to the Company's 1991 Stock Option Plan (the "Plan").
As counsel to the Company, we have examined such corporate records and
other documents and have made such legal examinations and factual inquiries as
we have considered necessary for the purpose of rendering this opinion. On the
basis of such examination and inquiries, we are of the opinion that upon their
issuance pursuant to the exercise of options granted under the Plan, the Shares
will be validly authorized, legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a person whose consent is required to be
filed with the Registration Statement under the provisions of Section 7 of the
Act.
ROSENBLUM, PARISH & ISAACS, PC
By /s/ JERALD E. ROSENBLUM
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Member of the Firm
160 West Santa Clara Street Fifteenth Floor San Jose, California 95113
(408) 280 2800 FAX (408) 280 2801
San Francisco Office (415) 421-8232
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Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 26, 1996,
included in Drexler Technology Corporation's Form 10-K for the year ended March
31, 1996, and to all references to our Firm included in this registration
statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Jose, California
March 5, 1997
