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As filed with the Securities and Exchange Commission on May 3, 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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FLIR SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Oregon 93-0708501
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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16505 SW 72nd Avenue, Portland, Oregon 97224
503-684-3731
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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FLIR SYSTEMS, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------------
J. Kenneth Stringer III
President and Chief Executive Officer
FLIR Systems, Inc.
16505 SW 72nd Avenue, Portland, OR 97224
503-684-3731
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
---------------------------------------
With copies to:
Gregory E. Struxness, Esq.
Ater Wynne LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503) 226-1191
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Be Amount to Be Offering Price Per Aggregate Offering Registration
Registered Registered Share (1) Price (1) Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (2)....... 1,500,000 shares $7.63 $11,445,000 $3,021
==============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on the average of the high and low sales prices of the Registrant's common
stock as reported on the Nasdaq National Market on April 28, 2000.
(2) Including associated Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Preferred Stock Purchase Rights will not
be evidenced or traded separately from the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1999
of FLIR Systems, Inc. (the "Company") filed with the Securities and Exchange
Commission (the "SEC") on April 14, 2000 (the "Annual Report") and Amendment
No. 1 to the Annual Report filed with the SEC on May 1, 2000.
(b) Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended March 31, 1999 filed with the SEC on May 3, 2000, Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended June 30, 1999 filed with the SEC on
May 3, 2000 and Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended September 30, 1999 filed with the SEC on May 3, 2000.
(c) Current Report on Form 8-K of the Company filed with the SEC on
February 9, 2000, Current Report on Form 8-K of the Company filed with the SEC
on March 6, 2000 and Current Report on Form 8-K of the Company filed with the
SEC on April 17, 2000.
(d) Registration Statement on Form 8-A of the Company filed with the
SEC on June 15, 1993 and Registration Statement on Form 8-A of the Company filed
with the SEC on June 11, 1999.
(e) All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and before the date of filing of a post-
effective amendment to this Registration Statement stating that all securities
offered have been sold or deregistering all securities then remaining unsold.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act (the "OBCA") and the exculpation from liability and
indemnification provisions contained therein. Pursuant to Section 60.047(2) of
the OBCA, Article VI of the Company's Restated Articles of Incorporation (the
"Restated Articles") eliminates the liability of the Company's directors to the
Company or its shareholders, except for any liability related to breach of the
duty of loyalty, actions not in good faith and certain other liabilities.
Section 60.387 et seq. of the OBCA allows corporations to indemnify their
directors and officers against liability where the director or officer has acted
in good faith and with a
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<PAGE>
reasonable belief that actions taken were in the best interests of the
corporation or at least not adverse to the corporation's best interests and, if
in a criminal proceeding, the individual had no reasonable cause to believe the
conduct in question was unlawful. Under the OBCA, corporations may not indemnify
against liability in connection with a claim by or in the right of the
corporation but may indemnify against the reasonable expenses associated with
such claims. Corporations may not indemnify against breaches of the duty of
loyalty. The OBCA mandates indemnifications against all reasonable expenses
incurred in the successful defense of any claim made or threatened whether or
not such claim was by or in the right of the corporation. Finally, a court may
order indemnification if it determines that the director or officer is fairly
and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer met the good faith and
reasonable belief standards of conduct set forth in the statute.
The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.
The Restated Articles require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law. The Restated Bylaws of the
Company (the "Bylaws") also require the Company to indemnify its directors and
officers to the fullest extent permitted by the OBCA. In addition, the Bylaws
deem that all rights to indemnification under the Bylaws are deemed to be
contractual rights and are to be effective to the same extent as if provided for
in a contract between the Company and the director or officer who serves in such
capacity.
The Company has entered into indemnity agreements with each of its
executive officers and directors. Each agreement provides for indemnification of
the indemnitee to the fullest extent by law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Number Description
------ -----------
4.1 Shareholder Rights Agreement dated as of June 2, 1999
(incorporated by reference to Exhibit 1.1 to the Registration
Statement on Form 8-A filed on June 11, 1999)
5.1 Opinion of Ater Wynne LLP as to the legality of the securities
being registered
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<PAGE>
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP
24.0 Powers of Attorney (included in signature page in Part II of the
Registration Statement)
99.1 1999 Employee Stock Purchase Plan (incorporated by reference to
Exhibit A to the Company's Proxy Statement dated April 30, 1999)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes 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;
(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 subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs 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.
(b) The undersigned registrant hereby undertakes that, for the
purpose of determining 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.
(c) The undersigned registrant hereby undertakes 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.
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(d) 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 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.
(e) 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 a director, officer or controlling person in
connection with 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, 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 authorized,
in the City of Portland, State of Oregon, on the 2nd day of May, 2000.
FLIR SYSTEMS, INC.
By /s/ J. Kenneth Stringer III
---------------------------------------
J. Kenneth Stringer III
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert P. Daltry and J. Kenneth Stringer III and
each of them singly, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), 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 foregoing, as fully to all
intents and purposes as he or she might or could do in person, 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.
Witness our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 2, 2000.
[Signatures on following page]
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Signature Title
--------- -----
/s/ J. Kenneth Stringer III President, Chief Executive Officer and Director
- --------------------------- (Principal Executive Officer)
J. Kenneth Stringer III
/s/ Steven M. Bailey Senior Vice President, Finance and Chief Financial
- --------------------------- Officer (Principal Financial and Accounting
Steven M. Bailey Officer)
/s/ Robert P. Daltry Chairman of the Board
- ---------------------------
Robert P. Daltry
/s/ John C. Hart Director
- ---------------------------
John C. Hart
/s/ Ronald L. Turner Director
- ---------------------------
Ronald L. Turner
/s/ W. Allen Reed Director
- ---------------------------
W. Allen Reed
/s/ Earl R. Lewis Director
- ---------------------------
Earl R. Lewis
/s/ Steven E. Wynne Director
- ---------------------------
Steven E. Wynne
-7-
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
- ------- ------- ----
4.1 Shareholder Rights Agreement dated as of June 2, 1999
(incorporated by reference to Exhibit 1.1 to the
Registration Statement on Form 8-A filed on June 11, 1999)
5.1 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion
filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP
24.0 Powers of Attorney (included in signature page in Part II
of the Registration Statement)
99.1 1999 Employee Stock Purchase Plan (incorporated by
reference to Appendix A to the Company's Proxy Statement
dated April 30, 1999)
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<PAGE>
Exhibit 5.1
ATER WYNNE LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503)226-1191 (phone)
(503)226-0079 (fax)
May 2, 2000
Board of Directors
FLIR Systems, Inc.
16505 SW 72nd Avenue
Portland, OR 97224
Gentlemen:
In connection with the registration of 1,500,000 shares of common stock,
par value $.01 per share (the "Common Stock"), of FLIR Systems, Inc., an Oregon
corporation (the "Company"), under the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on May 3, 2000, and the
proposed offer and sale of the Common Stock pursuant to the terms of the
Company's 1999 Employee Stock Purchase Plan (the "Plan") we have examined such
corporate records, certificates of public officials and officers of the Company
and other documents as we have considered necessary or proper for the purpose of
this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the Plan when such shares have been delivered against payment
therefor as contemplated by the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the above-
mentioned registration statement.
Very truly yours,
/s/ Ater Wynne LLP
Ater Wynne LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated April 14, 2000 relating to the
financial statements and financial statement schedule of FLIR Systems, Inc.
which appears in FLIR Systems, Inc.'s Annual Report on Form 10-K for the year
ended December 31,1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Portland, Oregon
April 28, 2000
<PAGE>
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
-------------------------------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1999 Employee Stock Purchase Plan of FLIR Systems,
Inc. of our report dated February 19, 1999, with respect to the consolidated
financial statements and schedule of Inframetrics, Inc. included (not presented
separately) in the Annual Report (Form 10-K) of FLIR Systems, Inc. for the year
ended December 31, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
April 27, 2000
