<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1997;
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
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
(650) 969-7277
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------------------
DREXLER TECHNOLOGY CORPORATION
1991 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------------
JEROME DREXLER Copy to:
CHAIRMAN OF THE BOARD OF DIRECTORS AND JERALD E. ROSENBLUM, ESQ.
CHIEF EXECUTIVE OFFICER MICHAEL W. PROZAN, ESQ.
DREXLER TECHNOLOGY CORPORATION ROSENBLUM, PARISH & ISAACS, P.C.
1077 INDEPENDENCE AVENUE 160 W. SANTA CLARA STREET, SUITE 1500
MOUNTAIN VIEW, CALIFORNIA 94043-1601 SAN JOSE, CALIFORNIA 95113
(650) 969-7277 (408) 280-2800
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
TITLE OF EACH CLASS OF SECURITES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK 450,000 SHARES $10.875 $4,893,750 $1,482.95
====================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
filing fee, based on the average of the bid and ask prices for the Company's
Common Stock as reported on the NASDAQ National Market System on October 30,
1997.
----------------------------
<PAGE> 2
FORWARD-LOOKING STATEMENTS. Certain statements made in documents incorporated by
reference herein relating to plans, objective and economic performance 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 25, 1997
and registration statement 33-88588 on Form S-3 and are incorporated herein by
this reference.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The registrant hereby incorporates by reference
(a) the Form 10-K for the Fiscal Year Ended March 31, 1997 filed with
the Securities and Exchange Commission on June 25, 1997 (the "Form
10-K"); and
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended since the end of the
fiscal year covered by the Form 10-K.
ITEM 7. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The information contained in the section Indemnification of Officers and
Directors of the Company's Form S-3 Registration Statement 33-88588 filed with
the Commission on September 17, 1996 is hereby incorporated by reference.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
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 3).
ITEM 8 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 1993;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the prospectus
filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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
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<PAGE> 3
the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) 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.
(3) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, (the "Act") 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 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, 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
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 arising under
the Securities Act of 1933, as amended, 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 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 Act and will be governed by the final
adjudication of such issue.
* * * * *
[The remainder of this page is intentionally blank.]
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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 NOVEMBER 4,
1997.
DREXLER TECHNOLOGY CORPORATION
By /s/ JEROME DREXLER
----------------------------------------------
Jerome Drexler, Chairman of the Board of
Directors And 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.
Signature Title Date
--------- ----- ----
/s/ JEROME DREXLER Chairman of the Board of November 4, 1997
- ------------------------ Directors and Chief Executive
Jerome Drexler Officer(Principal Executive
Officer)
/s/ STEVEN G. LARSON Vice President and Treasurer November 4, 1997
- ----------------------- (Chief Financial and
Steven G. Larson Accounting Officer)
/s/ ARTHUR H. HAUSMAN Director November 4, 1997
- -----------------------
Arthur H. Hausman
/s/ WILLIAM E. McKENNA Director November 4, 1997
- -----------------------
William E. McKenna
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<PAGE> 5
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
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 Signature Page).
<PAGE> 1
EXHIBIT 5
November 4, 1997
Drexler Technology Corporation
1077 Independence Avenue
Mountain View, California 94043-1601
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 450,000 shares of
the Company's, $0.01 per share par value Common Stock (the "Shares") which have
been added to the Company's 1991 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 examinations and inquiries, we are of the opinion that when
issued pursuant to 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
-------------------------------------
Member of the Firm
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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 21, 1997
included in Drexler Technology Corporation's Form 10-K for the year ended March
31, 1997 and to all references to our Firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
----------------------------------------
ARTHUR ANDERSEN LLP
San Jose, California
November 3, 1997
