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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1999
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRINTRONIX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2903992
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
14600 MYFORD ROAD
IRVINE, CALIFORNIA 92606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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PRINTRONIX, INC. 1994 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
----------------------
ROBERT A. KLEIST Copy To:
Printronix, Inc. MICHAEL S. HARRIS
14600 Myford Road Kirshman, Harris & Branton
Irvine, California 92606 A Professional Corporation
(name and address of 315 S. Beverly Drive
agent for service) Suite 315
(714) 368-2300 Beverly Hills, California 90212
(telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED FEE REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 700,000 $20.375 $14,262,500 $3,964.98
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(1) In accordance with Rule 416, this Registration Statement also covers
such additional number of shares as may become issuable pursuant to the
antidilution provisions of the 1994 Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c), based on the average of the
high and low prices for such stock as reported on November 9, 1999 by
the NASDAQ National Market System.
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This Registration Statement on Form S-8 is filed by Printronix, Inc.
(the "Company") relating to 700,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock") issuable to officers, directors, key
employees and consultants of the Company under the Printronix, Inc. 1994 Stock
Incentive Plan (the "Plan").
The shares to be registered are in addition to shares previously
registered pursuant to Registration No. 33-83156, which registration statement
is hereby incorporated by reference pursuant to General Instruction E to Form
S-8. The total number of shares of the Plan now registered is 1,825,000
comprised of 1,125,000 shares previously registered (500,000 shares after giving
effect to two 50% stock dividends) plus the 700,000 shares registered hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's annual report on
Form 10-K for the fiscal year ended March 27, 1998).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's annual report on Form 10-K for the fiscal
year ended March 31, 1989 and to Exhibit 3.2a to the Company's
annual report on Form 10-K for the fiscal year ended March 26,
1999).
4.3 Amended and Restated Rights Agreement, dated as of April 4,
1999 between Printronix, Inc. and ChaseMellon Shareholder
Services, L.L.C., including the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A and B,
respectively (incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A/A filed on or
about May 7, 1999).
5 Opinion of Kirshman, Harris & Branton.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirshman & Harris (contained in Exhibit 5).
24 Power of Attorney (contained on signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California on November 11, 1999.
PRINTRONIX, INC.
By: ROBERT A. KLEIST
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Robert A. Kleist
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
follows constitutes and appoints ROBERT A. KLEIST and GEORGE L. HARWOOD, and
each of them, individually, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
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/ ROBERT A. KLEIST President, Chief Executive Officer November 11, 1999
- -------------------- and Director (Principal Executive
Robert A. Kleist Officer)
/s/ GEORGE L. HARWOOD Sr. Vice President - Finance November 11, 1999
- -------------------- (Principal Accounting Officer)
George L. Harwood
/s/ BRUCE T. COLEMAN Director November 11, 1999
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Bruce T. Coleman
/s/ JOHN R. DOUGERY Director November 11, 1999
- --------------------
John R. Dougery
/s/ CHRIS HALLIWELL Director November 11, 1999
- --------------------
Chris Halliwell
/s/ ERWIN A. KELEN Director November 11, 1999
- --------------------
Erwin A. Kelen
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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<C> <S> <S>
4.1 Certificate of Incorporation of the Company ............................*
4.2 Bylaws of the Company...................................................*
4.3 Amended and Restated Rights Agreement...................................*
5 Opinion of Kirshman, Harris & Branton...................................5
23.1 Consent of Arthur Andersen LLP..........................................6
23.2 Consent of Kirshman & Harris (contained in Exhibit 5)...................5
24 Power of Attorney (contained on signature page).........................3
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* Incorporated by reference. See sequentially numbered page 2.
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EXHIBIT 5
[Letterhead]
Thursday, November 11, 1999
Printronix, Inc.
14600 Myford Road
P.O. Box 19559
Irvine, California 92623-9559
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission to register an aggregate of 700,000
shares of common stock, $.01 par value (the "Common Stock") of Printronix, Inc.,
a Delaware corporation (the "Company") to be issued pursuant to the Company's
1994 Stock Incentive Plan (the "Plan").
In rendering this opinion, we have made such inquiries and examined,
among other things, originals or copies, certified or otherwise identified to
our satisfaction, of such records, agreements, certificates, instruments and
other documents as we have considered necessary or appropriate for purposes of
this opinion. For the purposes of our examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us. We have examined the
proceedings heretofore taken and are familiar with the procedures proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Common Stock.
On the basis of and relying upon the foregoing examination and
assumptions, we are of the opinion that the shares of Common Stock issuable
pursuant to the Plan, when issued and paid for in accordance with the
Registration Statement and the Plan, will be validly issued, fully paid and
nonassessable.
This opinion is limited to the present law of the State of Delaware, to
the present federal laws of the United States and to the present judicial
interpretations thereof and to the facts as they presently exist. No opinion is
expressed by us as to the effect of the laws of any other jurisdiction or as to
matters of conflict or choice of law. We undertake no obligation to advise you
as a result of developments occurring after the date hereof or as a result of
facts or circumstances brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
KIRSHMAN, HARRIS & BRANTON
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EXHIBIT 23.1
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
22, 1999 incorporated by reference in Printronix, Inc.'s Form 10-K for the year
ended March 26, 1999 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
November 5, 1999
