As filed with the Securities and Exchange Commission on January 19, 2001;
Registration No. 333-
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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 (I.R.S. Employer Identification No.)
of 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)
DREXLER TECHNOLOGY CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
JEROME DREXLER Copy to:
Chairman of the Board of Directors and BARRY LEE KATZMAN, ESQ.
Chief Executive Officer JERALD E. ROSENBLUM, ESQ.
Drexler Technology Corporation Pillsbury Winthrop LLP
1077 Independence Avenue 2550 Hanover Street
Mountain View, California 94043-1601 Palo Alto, California 94304
(650) 969-7277 (650) 233-4500
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Share (1) Price (1)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 Shares $15.44 $1,544,000 $385.94
================================================================================================
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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 trading prices
for the Company's Common Stock as reported on the Nasdaq National Market
System on January 16, 2001.
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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 28, 2000 and Form 10-Q filed November 6, 2000, 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, 2000 filed with the Securities and Exchange
Commission on June28, 2000 (the "2000 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 2000 Form 10-K, and
(c) the description of the registrant's Common Stock contained in the
Company's General Form for Registration of Securities on Form 10
dated June 27, 1972 (and past and future amendments or updates
thereto) for such Common Stock filed under Section 12 of the
Exchange Act.
All documents subsequently filed by the registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part thereof from the date of filing of such documents.
ITEM 6. 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.
ITEM 8. EXHIBITS.
The following Exhibits are attached to this Registration Statement and by this
reference incorporated herein:
Exhibit Number Description
-------------- -----------
5 Opinion of Pillsbury Winthrop LLP re Legality.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Pillsbury Winthrop LLP (included in Exhibit 5).
24 Power of Attorney (included on signature page).
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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 1933;
(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 form of prospectus filed with the Commission
pursuant to Rule 424(b) 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 (1)(i) and (1)(ii) above 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) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, 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 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 January 19, 2001.
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.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JEROME DREXLER Chairman of the Board January 19, 2001
----------------------------- and Chief Executive Officer
Jerome Drexler (Principal Executive Officer)
/s/ STEVEN G. LARSON Vice President of Finance and Treasurer January 19, 2001
----------------------------- (Principal Financial and
Steven G. Larson Accounting Officer)
/s/ ARTHUR H. HAUSMAN Director January 19, 2001
-----------------------------
Arthur H. Hausman
/s/ WILLIAM E. McKENNA Director January 19, 2001
-----------------------------
William E. McKenna
Director January 19, 2001
-----------------------------
Dan Maydan
/s/ WALTER F. WALKER Director January 19, 2001
-----------------------------
Walter F. Walker
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Pillsbury Winthrop LLP re Legality
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Pillsbury Winthrop LLP (see Exhibit 5)
24 Power of Attorney (included on Registration Statement
signature page)
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