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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2000
REGISTRATION NO. 333-________
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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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)
----------------------
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)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount Proposed Maximum
Securities to be Maximum Aggregate Amount of
to be Registered Offering Price Offering Registration
Registered (1) Per Share(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 300,000 $9.0625 $2,718,750 $717.75
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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 13, 2000 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 300,000 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 Nos. 33-83156 and 333-92791, which
registration statements are hereby incorporated by reference pursuant to General
Instruction E to Form S-8. The total number of shares of the Plan now registered
is 2,125,000 comprised of 1,825,000 shares previously registered plus the
300,000 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 21, 2000.
PRINTRONIX, INC.
By: /s/ 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
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<S> <C> <C>
/s/ ROBERT A. KLEIST President, Chief Executive Officer November 14, 2000
--------------------- and Director (Principal Executive
Robert A. Kleist Officer)
/s/ GEORGE L. HARWOOD Sr. Vice President - Finance November 14, 2000
--------------------- (Principal Accounting Officer)
George L. Harwood
/s/ BRUCE T. COLEMAN Director November 14, 2000
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Bruce T. Coleman
/s/ JOHN R. DOUGERY Director November 14, 2000
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John R. Dougery
/s/ CHRIS HALLIWELL Director November 14, 2000
---------------------
Chris Halliwell
/s/ ERWIN A. KELEN Director November 14, 2000
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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> <C>
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 & Branton (see 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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