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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1999
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 Identification No.)
incorporation or organization)
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)
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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 PHILIP S. BOONE, JR., 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)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
COMMON STOCK 1,180,000 SHARES $6.50 $7,906,000 $2,198
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</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 15, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
FORWARD-LOOKING STATEMENTS. Certain statements made in documents incorporated by
reference herein relating to plans, objectives, 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, 1999, Form 10-Q filed August 13, 1999, and its Form S-3
Registration Statement which became effective on November 24, 1997 (Commission
File No. 333-39589), and are incorporated herein by this reference.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The registrant hereby incorporates by reference
(a) the registrant's Annual Report on Form 10-K for the Fiscal Year
Ended March 31, 1999 filed with the Securities and Exchange
Commission on June 25, 1999 (the "1999 Form 10-K");
(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 1999 Form 10-K, and
(c) the description of the registrant's Common Stock which is
contained in its Form S-3 Registration Statement which became
effective on November 24, 1997 (Commission File No. 333-39589).
ITEM 7. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The information contained in the section Indemnification of Officers and
Directors of the registrant's Form S-3 Registration Statement which became
effective on November 24, 1997 (Commission File No. 333-39589), is hereby
incorporated by reference.
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ITEM 8. EXHIBITS.
The following Exhibits are attached to this Registration Statement and
by this reference incorporated herein.
<TABLE>
<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 5, below).
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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 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) (Section 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 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
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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.
* * * * *
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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 OCTOBER 21,
1999.
DREXLER TECHNOLOGY CORPORATION
By /s/ JEROME DREXLER
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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.
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Signature Title Date
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<S> <C> <C>
/s/ JEROME DREXLER Chairman of the Board October 20, 1999
- -------------------------------- and Chief Executive Officer
Jerome Drexler (Principal Executive Officer)
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[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM THE PREVIOUS PAGE]
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<S> <C> <C>
/s/ STEVEN G. LARSON Vice President of Finance October 20, 1999
- -------------------------------- and Treasurer
Steven G. Larson (Principal Financial and
Accounting Officer)
/s/ ARTHUR H. HAUSMAN Director October 20, 1999
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Arthur H. Hausman
/s/ WILLIAM E. McKENNA Director October 20, 1999
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William E. McKenna
- -------------------------------- Director
Dan Maydan
/s/ Walter F. Walker
- -------------------------------- Director October 20, 1999
Walter F. Walker
</TABLE>
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EXHIBIT INDEX
<TABLE>
<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 (see Exhibit 5).
24 Power of Attorney (included on Registration Statement Page 5).
</TABLE>
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EXHIBIT 5
October 20, 1999
Drexler Technology Corporation
1077 Independence Avenue
Mountain View, California 94043-1601
Re: Registration of Additional Shares of Common Stock
for Issuance Pursuant to the 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 1,180,000 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
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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 on Form S-8 of our report dated April
30, 1999 included in Drexler Technology Corporation's Form 10-K for the year
ended March 31, 1999 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
San Jose, California
October 18, 1999
