Registration
No._________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Maxwell Technologies, Inc.
(Exact name of issuer as specified in its charter)
Delaware 95-2390133
(State of Incorporation) (I.R.S. Employer Identification No.)
8888 Balboa Avenue
San Diego, California 92123
(Address of Principal Executive Offices including Zip Code)
Maxwell Technologies, Inc.
1985 Stock Option Plan
(formerly Maxwell Laboratories, Inc. 1985 Stock Option Plan)
(Full Title of Plan)
Donald M. Roberts
General Counsel
Maxwell Technologies, Inc.
8888 Balboa Avenue
San Diego, California 92123
(619) 279-5100
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
- ---------- ----------- --------- ---------- -------------
Common Stock,
$0.10 Par
Value 376,296 shs. $19.625 $7,384,809 $2,237.82
(1) Determined solely for the purpose of computing the registration fee
pursuant to Rule 457, based upon the average of the high and low price of
the registrant's Common Stock reported on NASDAQ on May 29, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-K or, if the
financial statements therein are more current, the registrant's
latest prospectus, other than the prospectus of which this
document is a part, filed pursuant to Rule 424(b) of the
Securities and Exchange Commission under the Securities Act of
1933.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report on Form 10-K or the prospectus
referred to in (a) above;
(c) The description of the registrant's Common Stock which is
contained in the registrant's registration statement filed under
section 12 of the Securities Exchange Act of 1934, including any
amendment or reports filed for the purpose of updating such
descriptions.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold
or which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations
and authorizes the Board of Directors to have the registrant provide the cost
of defense, settlement or payment of any judgment against any such person under
certain circumstances. The registrant's charter documents provide for similar
indemnification of its directors, officers, employees and agents. The
registrant currently maintains policies of insurance under which the directors
and officers of registrant are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
Item 9. Undertakings.
-------------
In connection with this Registration Statement on Form S-8, the
registrant hereby makes the following undertakings:
(a) 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; and
(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) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed 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, 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.
(b) 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 herein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the
latest annual report to security holders that is
incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X
is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference
in the prospectus to provide such interim financial
information.
(h) 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 provisions described in Item
6, 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.
SIGNATURES
The Registrant. 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 San Diego, State of California, on
the 30th day of April, 1997.
MAXWELL TECHNOLOGIES, INC.
By: /s/Kenneth F. Potashner
------------------------
Kenneth F. Potashner,
President and
Chief Executive Officer
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.
/s/Kenneth F. Potashner President and Chief April 30, 1997
- ----------------------- Executive Officer and Director
Kenneth F. Potashner
/s/Donn A. Starry Chairman of the Board, April 30, 1997
- ----------------------- and Director
Donn A. Starry
/s/Lewis J. Colby, Jr. Director April 30, 1997
- -----------------------
Lewis J. Colby, Jr.
/s/Alan C. Kolb Director April 30, 1997
- -----------------------
Alan C. Kolb
/s/Karl M. Samuelian Director April 30, 1997
- -----------------------
Karl M. Samuelian
/s/Thomas L. Horgan Director April 30, 1997
- -----------------------
Thomas L. Horgan
/s/Thomas B. Hayward Director April 30, 1997
- -----------------------
Thomas B. Hayward
Director , 1997
- -----------------------
Henry F. Owsley
/s/Gary J. Davidson Vice President- April 30, 1997
- ----------------------- Finance and Administration
Gary J. Davidson and Treasurer
(Principal Financial and
Accounting Officer)
<PAGE>
Index of Exhibits
-----------------
5. Opinion of Donald M. Roberts, General Counsel of Registrant.
23. Consent of Ernst & Young LLP, Independent Auditors
Exhibit 5
June 2, 1997
To the Board of Directors of
Maxwell Technologies, Inc.
Re: Form S-8 Registration Statement covering
1985 Stock Option Plan; Listing of Underlying Shares
Gentlemen:
This opinion is rendered to you in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), and the listing for trading
on the NASDAQ national market system, of 376,296 shares of the Company's $.10
par value Common Stock ("Common Stock") authorized for issuance upon the
exercise of options granted under the Maxwell Technologies, Inc. 1985 Stock
Option Plan (formerly Maxwell Laboratories, Inc. 1985 Stock Option Plan)(the
"Plan").
In rendering this opinion, I have examined and relied upon, among other
things, originals or copies, identified to my satisfaction as being true
copies, of the following: Certificate of Incorporation of the Company, as
amended to date; Bylaws of the Company, as amended to date; and corporate
records and other instruments and documents as were deemed necessary or
appropriate for purposes of this opinion. As to questions of fact material to
this opinion, I have, when the relevant facts were not independently
established by me, relied upon the documents I have examined or upon
certificates of officers of the Company. In my examination of the documents
referred to above, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity
with the originals of all documents submitted to me as copies.
I have investigated such questions of law for the purpose of rendering
this opinion as I have deemed necessary. I am an attorney duly admitted and
qualified to practice in the State of California and I express no opinion as
to the laws of any other jurisdiction except Delaware corporate law and United
States federal law.
On the basis of the foregoing, and in reliance thereon, I am of the
opinion that the 376,296 shares of Common Stock reserved for issuance under
the Plan have been duly and validly authorized for issuance, and said shares,
upon issuance pursuant to the provisions of the Plan, including receipt of
the required consideration, will be validly issued, fully paid and
nonassessable.
<PAGE>
To the Board of Directors of
Maxwell Technologies, Inc.
June 2, 1997
I hereby consent to the inclusion of this opinion as an Exhibit to the
Form S-8 Registration Statement covering the shares of Common Stock issuable
pursuant to the terms of the Plan.
This opinion is intended solely for your use in connection with the
registration under the Act of shares under the Plan and the listing of such
shares with appropriate stock trading organizations, and this opinion may not
be relied upon by any other party or for any other purpose.
Very truly yours,
/s/Donald M. Roberts
Donald M. Roberts
General Counsel and Secretary
DMR/lp
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Maxwell Technologies, Inc. 1985 Stock
Option Plan of our report dated September 27, 1996, with respect to the
financial statements of Maxwell Technologies, Inc. incorporated by reference
in its Annual Report (Form 10-K) for the year ended July 31, 1996, filed with
the Securities and Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
May 30, 1997
