<PAGE>
As Filed with the Securities and Exchange Commission on May 3, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
IRVINE SENSORS CORPORATION
(Name of registrant as specified in its charter)
Delaware 33-0280334
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or jurisdiction)
----------------------
3001 Redhill Avenue
Costa Mesa, California 92626
(714) 549-8211
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------
Kenneth T. Lian, Chief Executive Officer
Irvine Sensors Corporation
3001 Redhill Avenue, Building III
Costa Mesa, California 92626
(714) 549-8211
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
----------------------
With Copy To:
Debra K. Weiner
Grover T. Wickersham, P.C.
430 Cambridge Avenue, Suite 100
Palo Alto, California 94306
----------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If any securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock(1) 2,997,000 $6-1/8 $18,356,625 $6,329.88
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) and equal to the closing price of the Common Stock on The
Nasdaq SmallCap Market\SM\ on April 30, 1996.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Exchange Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
IRVINE SENSORS CORPORATION
Cross Reference Sheet Between Items of Form S-3 and Prospectus
<TABLE>
<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover of Prospectus................................................... Facing Page; Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus..................... Inside Front Cover Page; Outside Back Cover Page
3. Summary Information, Risk Factors and Ratio of Earnings
to Fixed Charges............................................................ Prospectus Summary; Risk Factors
4. Use of Proceeds............................................................. Prospectu Summary; Use of Proceeds
5. Determination of Offering Price............................................. Outside Front Cover Page; Plan of Distribution
6. Dilution.................................................................... Not Applicable
7. Selling Security Holders.................................................... Selling Shareholders
8. Plan of Distribution........................................................ Inside Front Cover Page; Plan of Distribution
9. Description of Securities to be Registered.................................. Description of Securities
10. Interests of Named Experts and Counsel...................................... Legal Matters
11. Material Changes............................................................ Not Applicable
12. Incorporation of Certain Information by Reference........................... Information Incorporated by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities.............................................. Not Applicable
</TABLE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
Subject to Completion Dated May 3, 1996
2,997,000 Shares
IRVINE SENSORS CORPORATION
Common Stock
This Prospectus covers 2,997,000 shares (the "Shares") of the Common Stock,
par value $0.01 per share (the "Common Stock") of Irvine Sensors Corporation
(the "Company") for reoffer or resale from time to time by the certain selling
stockholders of the Company's securities (the "Selling Stockholders"). See
"Selling Stockholders." All but 222,000 of the Shares are issuable to certain of
the Selling Stockholders upon conversion of outstanding 8% Convertible
Subordinated Debentures Due 1998 purchased in private transactions (the
"Debentures") and the remaining 222,000 shares are issuable upon exercise of
outstanding warrants issued to a placement agent (the "Warrants") in those
transactions. The securities held by the Selling Stockholders were acquired in
offshore transactions in February and March 1996.
The Shares may be offered by the Selling Stockholders from time to time in
brokerage transactions (which may include block transactions), in the over-the-
counter market or negotiated transactions at prices and terms prevailing at the
times of such sales, at prices related to such market prices or at negotiated
prices. Such shares may be sold directly to purchasers, through broker-dealers
acting as agents for the Selling Stockholders or to broker-dealers who may
purchase the Selling Stockholders' Shares as principals and thereafter sell the
Shares from time to time in the over-the-counter market, in negotiated
transactions or otherwise, or by a combination of these methods. Broker-dealers
who effect these transactions may receive compensation in the form of discounts
or commissions from the Selling Stockholders or from the purchasers of the
Shares for whom the broker-dealers may act as an agent or to whom them may sell
as a principal, or both. See "Plan of Distribution."
Although the Company will receive the exercise price of any outstanding
Warrants that are exercised, if any, the Company will not receive any part of
the proceeds from the resale of the Shares by the Selling Stockholders. The
Selling Stockholders and broker-dealers, if any, acting in connection with such
sales, might be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act and any commission received by them and any profit on the
resale of such securities might be deemed to be underwriting discounts and
commissions under the Securities Act.
The Company's Common Stock is currently traded on The Nasdaq SmallCap
Market\SM\ under the symbol "IRSN" and on the Boston Stock Exchange under the
symbol "ISCB." On April 30, 1996, the closing sale price of the Common Stock on
Nasdaq was $6-1/8 per share.
____________
The securities offered hereby are speculative, involve a high degree of
risk and should not be purchased by any investors who cannot afford the loss of
their entire investment. See "Risk Factors" on page 7 of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 1996.
<PAGE>
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), with
respect to the securities offered hereby. This Prospectus, which constitutes
part of the Registration Statement, does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. The Registration
Statement, including exhibits thereto, may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part thereof may be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at 7 World Trade Center, Suite 1300, New
York, New York 10048, and Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained by
mail at prescribed rates from the Public Reference Branch of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Statements contained in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.
2
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are by this reference incorporated in and made a part of this Prospectus:
(i) The Annual Report on Form 10-K for the fiscal year ended October
1, 1995, filed pursuant to Section 13 of the Exchange Act;
(ii) The Quarterly Report on Form 10-Q for the quarter ended December
31, 1995, filed pursuant to Section 13 of the Exchange Act;
(iii) All reports filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of this offering; and
(iv) The description of the Company's Common Stock contained in Form
8-A, filed pursuant to Section 12(g) of the Exchange Act.
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 Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that 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 Prospectus.
The Company will cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any documents described above,
other than certain exhibits to such documents. Request should be addressed to:
Irvine Sensors Corporation, 3001 Redhill Avenue, Building III, Costa Mesa,
California 92626, Attention: Chief Financial Officer, telephone (714) 549-8211.
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the facts
herein set forth since the date hereof.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto, appearing
elsewhere or incorporated by reference in this Prospectus. Except for historical
information contained herein, this Prospectus contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The forward-looking
statements contained herein are subject to certain risks and uncertainties,
including those discussed below, in the Company's Annual Report on Form 10-K for
the fiscal year ended October 1, 1995 and its Quarterly Report for the Quarter
ended December 31, 1995, that could cause actual results to differ materially
from those projected. Investors are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly release the
results of any revision to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
The Company
Irvine Sensors Corporation (the "Company" or "ISC") is the developer of a
proprietary technology to produce an extremely compact package of solid state
microcircuitry, which it believes offers volume, power, weight and operational
advantages for a wide variety of potential military and commercial applications.
These advantages result from the Company's ability to assemble microelectronic
chips in a three dimensional "stack" instead of alongside each other on a flat
surface, as is the case with conventional methods. This stacking technology has
also led to the development of collateral technology for the design of low
powered chips, both for chip stacking and for single chip applications. The
Company believes that its very low power chip technology may have wide
commercial application in portable electronic devices.
As memory chips, processors and other microelectronic components become
larger and faster, the benefits that can be realized from increased operating
speed are limited by the communication time and distance between chips. Where
tens to hundreds of millions of calculations per second are required, even at
the speed of light, distances between electrical components can become an
important limitation on the speed of a computer. The Company's approach to
shortening interchip distances is to use the third dimension. This is
accomplished by placing chips on top of each other in a stack instead of
conventional side by side packaging. This approach was conceived and developed
by the Company as a means of addressing the demands of space-based surveillance.
During June 1992, the Company entered into various agreements with IBM(R) to
commercialize the Company's chip-stacking technology. Development activities
contemplated by this series of agreements have been completed, and the Company
has negotiated a new series of agreements with IBM under the terms of which,
among other things, the Company has purchased IBM's chip stacking equipment line
and has entered into a lease enabling the Company to continue operating the line
at IBM's facilities. Nevertheless, there is no assurance that the Company will
be successful in the commercial exploitation of its chip stacking technology or
that it will ever achieve profitable operations as a result thereof. In May
1995, the Company entered into a licensing and production agreement with
Unitrode Corporation, a manufacturer of analog/linear integrated circuits, to
exploit certain elements of the Company's low powered chip technology.
Since its inception, the Company has derived the majority of its revenues
from its core business of performing research and development of its technology
for governmental customers. This core business has progressively broadened from
essentially basic research to development of memory applications for commercial
customers and development of specific applications for military and other
governmental customers. In fiscal 1995, the Company began to receive its first
revenues from standard products based on its technologies. The Company believes
that commercial product revenues will be increasingly significant to its total
revenues in the future, although there can be no assurance of profitability
based on these anticipated revenues or otherwise.
The Company was incorporated in Delaware in January 1988. Pursuant to a
merger effective in May 1988 with a corporation of the same name incorporated in
California in December 1974, the Company succeeded to all of the assets and
liabilities of such predecessor corporation. Where the context requires, the
Company refers to the California predecessor corporation as well as the Delaware
corporation, and its subsidiary. Its principal executive offices are located at
3001 Redhill Avenue, Costa Mesa, California 92626, and its telephone number is
(714) 549-8211.
4
<PAGE>
The Offering
Common Stock Offered by the
Selling Stockholders..................... 2,997,000 shares
Common Stock Outstanding................. 16,377,850 shares as of March 31,
1996(1)
Risk Factors............................. An investment herein involves a
high degree of risk and should
not be considered by investors who
cannot afford to lose their entire
investment
Use of Proceeds.......................... The Company will receive no proceeds
from the sale of the Shares offered
hereby by the Selling Stockholders
Nasdaq Symbol(1)......................... IRSN
__________
(1) Does not include (i) up to 731,335 shares issuable upon exercise of
outstanding options granted pursuant to the Company's stock option plans and
123,200 shares issuable upon exercise of outstanding options granted to a
related party; (ii) up to 269,200 shares issuable upon exercise of
outstanding warrants, including the agent's warrants the underlying shares
of which are being offered for resale hereby; (iii) up to 750,658 shares
issuable upon conversion of outstanding shares of Series B and C Convertible
Preferred Stock. Also does not include the shares issuable upon conversion
of the Debentures, the exact conversion price of which is not yet
determinable, but which will be convertible at various prices based upon a
formula that takes into account the current stock price of the Company's
Common Stock for the 10 trading days preceding the date of conversion (the
"Conversion Trading Period"). The conversion price could be as high as $5.00
plus 50% of the average closing bid price of the Company's Common Stock for
the Conversion Trading Period. The conversion price could be as low as the
average closing bid price of the Company's Common Stock if such average
price is less than $3.00 for the Conversion Trading Period. The initial
conversion price was set at $5.00. For informational purposes only, assuming
a $5.00 and a $3.00 conversion price for all outstanding Debentures and
exercise of the agent's warrants, the underlying shares of which are being
offered for resale pursuant to this Prospectus, the total number of
outstanding shares of Common Stock following this offering will be
18,817,500 or 20,297,850, respectively.
5
<PAGE>
Summary Financial Information
Consolidated Statements of
Operations Data:
<TABLE>
<CAPTION>
Fiscal Years Ended 13 Weeks Ended
--------------------------------------------------------------------- -----------------------
October 1, October 2, October 3, September 27, September 29, December 31, January 1,
1995 1994 1993 1992 1991 1995 1995
---------- ---------- ---------- ----------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues............. $ 8,041,400 $ 5,139,400 $ 4,286,300 $ 3,788,300 $4,217,200 $2,578,500 $ 1,559,400
Loss from operations....... (3,071,500) (2,629,500) (1,552,100) (920,100) (291,900) (1,277,000) (719,200)
Net loss................... (3,035,800) (2,463,900) (1,507,600) (895,800) (319,000) (1,273,200) (678,200)
Loss per common and
common equivalent
shares.................... $ (0.20) $ (0.18) $ (0.12) $ (0.08) $ (0.04) $ (0.08) $ (0.05)
Weighted average
number of shares
outstanding............... 14,966,461 14,141,500 12,865,800 11,430,900 9,955,900 15,846,700 14,784,800
</TABLE>
The Company has not paid cash dividends on any class of its stock since its
incorporation. Under Delaware law there are certain restrictions which limit the
Company's ability to pay cash dividends in the future.
Loss per common and common equivalent shares includes, where applicable,
cumulative dividends on Preferred Stock which have not been declared or paid.
Consolidated Balance Sheet Data:
<TABLE>
<CAPTION>
October 1, October 2, October 3, September 27, September 29, December 31,
1995 1994 1993 1992 1991 1995
----------- ----------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Current assets........ $ 9,927,500 $ 6,795,500 $2,135,900 $4,189,300 $ 856,400 $ 8,653,900
Current liabilities... 3,545,400 1,355,400 739,000 571,700 568,900 3,229,200
Working capital....... 6,382,100 5,440,100 1,396,900 3,617,600 287,500 5,424,700
Total assets.......... 15,609,200 10,355,400 3,897,500 4,600,000 1,232,000 14,668,700
Long-term debt........ 2,451,200 81,100 62,600 64,300 86,300 332,200
Shareholders' equity.. 9,494,100 8,800,400 2,977,400 3,845,500 458,300 10,839,000
</TABLE>
6
<PAGE>
RISK FACTORS
The purchase of the Shares offered hereby involves a high degree of risk,
and the purchase of these securities should be considered only by persons who
can afford to sustain a total loss of their investment. Prospective purchasers
should carefully consider, among other factors, the following:
History of Losses; Accumulated Deficit. Since its inception, the Company
has generally operated at a loss as government contract revenues and other
sources of income were insufficient to cover the research and development and
other costs incurred by the Company. The Company recorded losses in each of its
last five fiscal years and for the 13 weeks ended December 31, 1995 and, at that
date, had an accumulated deficit of $18,960,700. Net loss for the 13 weeks ended
December 31, 1995 was $1,273,200, compared to a net loss of $678,200 for the
corresponding period in the prior fiscal year, as a result of increased
investment related to the Company's newly-emerging commercial products. The
Company expects that it will continue to incur losses until its contract
revenues increase substantially from current levels or it begins to receive
significant product sales and license and/or royalty income. There is no
assurance that the Company will achieve profitable operations in the foreseeable
future, if at all.
Dependence on Suppliers. The Company does not intend to manufacture all of
the components of its intended products, and, therefore, expects to be dependent
on suppliers. Historically, its Computer Products Operation ("CPO") has been
particularly dependent upon the Company's relationship with IBM for the supply
of integrated circuits and fabrication services needed to produce the Company's
Memory Short Stacks\SM\. The Company has negotiated a new series of agreements
with IBM, including, among other things, purchase of IBM's chip stacking line
and an agreement to supply wafers, as a means to assure a continued source of
supply for needed parts for its products. Nevertheless, the Company's risk of
disruption of its CPO business will continue until the Company is able to
establish alternative sources of supply, presently estimated to be in 1997, at
the earliest. The Company's Semiconductor Products Operation ("Novalog, Inc.")
is also completely dependent on outside sources of supply for the Company's
SIRComm\TM\ products. The Company has previously experienced delays in receiving
components of its SIRComm products from suppliers, and there is no assurance
that similar disruptions in supply will not occur in the future. Although
alternative sources of supply for SIRComm products exist, any involuntary shift
to such alternatives could be disruptive to the Company's business and financial
results.
Shift in Business Focus. Since commencing operations, the Company has
developed technology, principally under government research contracts, for
various defense-based applications. Since 1992, the Company has been
implementing a fundamental shift in its business, broadening its focus to
include commercial exploitation of its technology. These changes in its business
operations have affected its results of operations, and the Company believes,
are likely to do so in the future. To date, the Company has not experienced a
significant shift in the percentage of total revenue derived from government
sources. In addition, because the Company has no history of competing in the
intensely-competitive commercial computer products industry, there is
7
<PAGE>
no assurance that it will successfully be able to develop, manufacture and
market commercial products or that its products will be accepted in the
commercial marketplace.
Need for Further Product Development and Substantial Additional Funds.
Since 1980, the Company has been developing its technology and believes it has
successfully demonstrated its feasibility. In 1986, the Company delivered a
working demonstration unit of a sensor focal plane module incorporating the
Company's stacked circuitry technology. In 1988, the Company delivered a working
demonstration unit of a high density computer memory module incorporating the
Company's stacked circuitry technology. In 1994, the Company commenced shipment
of engineering samples of computer memory modules incorporating the Company's
stacked circuitry technology. The Company believes government and commercial
research contracts will provide a substantial portion of the funding necessary
for continuing development of its products. However, the manufacture of stacked
circuitry modules in volume will require substantial additional funds, which may
involve additional equity or debt financing or a joint venture, license or other
arrangement. There is no assurance that sufficient funding will be available
from government or other sources, or that the Company's products will be
successfully developed for volume production.
Incrementally Funded Backlog. At March 31, 1996, the Company's funded
backlog of $5,603,100, was sufficient to sustain its operations at its then-
current level for approximately eight months. However, the Company has, in
addition to the funded portion, an additional backlog, exceeding $5,000,000,
which typically is funded when the previously funded amounts have been expended.
The Company also has several proposals outstanding to potential customers and
anticipates that contract funding and orders will be obtained on a level
sufficient to maintain or increase existing operations. Notwithstanding the
foregoing, there is no assurance that such funding and orders will be
forthcoming. If the Company does not obtain sufficient orders, it is likely
there would be a material adverse impact on the Company's operations and that
significant reductions in its staff would be necessary or funds would have to be
obtained from additional financings. If additional financings are required,
there is no assurance that they would be obtainable on terms satisfactory to the
Company or that they would not be dilutive to existing stockholders.
Dependence on Defense Contract Revenues. Although the Company has been
shifting its focus to include commercial exploitation of its technology, the
Company expects to continue to be dependent upon research and development
contracts with federal military agencies and their contractors for a large, but
diminishing portion of its revenues for the foreseeable future. General
political and economic conditions, which cannot be accurately predicted,
directly and indirectly affect the quantity and allocation of expenditures by
federal agencies. Therefore, cutbacks in the federal defense budget could have a
material adverse impact on the Company's results of operations as long as
research and development contracts remain an important element of the Company's
business.
Potential Termination or Suspension of Contract Funding. The Company's
research and development contracts with government agencies may be suspended or
terminated by the government at any time, subject to certain conditions. Similar
termination provisions are typically
8
<PAGE>
included in agreements between the government and prime contractors. The
Company has experienced suspensions and terminations in the past, and there is
no assurance it will not experience additional suspensions or terminations in
the future.
Patents and Proprietary Right Protection; Infringement. The Company
believes that its ultimate success will depend, in part, on the strength of its
existing patent protection and additional patent protection that it may acquire
in the future. As of March 31, 1996, the Company had 34 patents issued and other
patent applications pending before the U.S. Patent and Trademark Office. While
the Company believes that its technology is adequately protected, there is no
assurance that any existing or future patents will survive a challenge or will
otherwise provide meaningful protection from competition. There is also no
assurance that the Company will have the financial resources to provide a
vigorous defense of its patent position, if challenged. The Company's success
will also depend on its ability to avoid infringement of patent or other
proprietary rights of others. The Company is not aware that it is infringing any
such rights, nor is it aware of proprietary rights of others for which it will
be required to obtain a license in order to develop its products. However, there
is no assurance that the Company is not infringing proprietary rights of others
or that it will be able to obtain any technology licenses it may require in the
future.
Government Ownership of Certain Proprietary Rights. Proprietary technology
that the Company has developed or may develop under government contracts,
including portions of the Company's stacked circuitry technology, are subject to
government control for government applications; however, the Company may file
for patent protection on commercial applications of such technology. The Company
has developed, and may develop in the future, certain products, processes and
equipment from funds from limited partnerships. Such limited partnerships
initially own all proprietary rights to any technology developed on their
behalf, while the Company generally has the option to acquire an exclusive
royalty-bearing license of and an option to buy such technology.
Competition. The Company faces strong competition in its efforts to market
its products to government and nongovernment purchasers. Most of the Company's
potential competitors have been in business substantially longer and have
considerably greater financial, marketing and technological resources than does
the Company. There is no assurance that the Company will be able to compete
successfully with such other companies.
Possible Technological Advances. The Company is in an industry
characterized by continuing technological development and will be required to
devote substantial resources to improve already technologically complex
products. Other companies in the Company's industry devote considerably greater
resources to research and development than does the Company. Developments by any
of these companies may have a materially adverse effect on the Company.
Dependence on Key Personnel. The Company will depend to a large extent on
the abilities and continued participation of certain key employees. The loss of
key employees could have a material adverse effect on the Company's business.
The Company anticipates that it will not maintain "key man" insurance on any of
its key employees, and does not have employment
9
<PAGE>
agreements with any of its employees. The Company believes that, as its
activities increase and change in character, it will be required to retain the
services of additional, experienced personnel. Competition for such personnel
is intense and there is no assurance that they will be available when required,
or that the Company will have the ability to attract them.
Control by Officers and Directors. The officers and directors of the
Company control, directly or indirectly, approximately 21% of the combined
voting power of all outstanding classes of stock. In addition, such persons
hold, directly or indirectly, options and warrants to purchase an aggregate of
178,198 shares of Common Stock. These factors will likely make it more difficult
for an independent third party to effect a change in control of the Company than
would be the case if the stock ownership were less concentrated among members of
management.
Possible Substantial Dilution; Conversion of Debentures. As of March 31, 1996,
the Company has outstanding a total of 16,377,850 shares of Common Stock. This
Prospectus primarily covers the resale of shares of Common Stock issuable upon
conversion of two series of 8% Convertible Subordinated Debentures Due 1998,
aggregating $11,100,000. The initial conversion price of both series of
Debentures is $5. However, both series of Debentures contain a formula (which
formula differs in each series) for the adjustment of the conversion price based
on the current stock price in the period immediately preceding the date of
conversion. Of the Debentures, $3,100,000 cannot convert at a price below $3,
but $8,000,000 of the Debentures have no minimum conversion price. At the time
of the resale of shares under this Prospectus, it is possible that holders of
all of the Debentures will not yet have converted their securities, leaving open
the possibility that the conversion price could substantially adjust downward.
Accordingly, there can be no assurance that the conversion of Debentures will
not result in substantial per share dilution to existing holders of Common
Stock.
Stock Market Volatility. There have been periods of extreme volatility in
the stock market that, in many cases, were unrelated to the operating
performance of, or announcements concerning, the issuers of the affected
securities. General market price declines or volatility in the future could
adversely affect the price of the Common Stock. Short-term trading strategies of
certain investors can have a significant effect on the price of specific
securities.
10
<PAGE>
USE OF PROCEEDS
The Company will receive no part of the proceeds of any sales or
transactions made by the Selling Stockholders and/or their respective pledgees,
donees, transferees or other successors in interest hereunder. The Company will
pay substantially all of the expenses incident to the offering of the Shares,
other than any discounts, concessions or commissions payable to any
underwriters, dealers or agents, which expenses will be borne by the respective
Selling Stockholders.
11
<PAGE>
SELLING STOCKHOLDERS
An aggregate of 2,775,000 Shares of Common Stock issued or issuable upon
conversion of outstanding Debentures and 222,000 Shares of Common Stock issuable
upon exercise of outstanding Warrants may be offered by certain securityholders
of the Company (collectively, the "Selling Stockholders") who acquired these
securities in private transactions. The Selling Stockholders must convert such
Debentures and/or exercise the Warrants prior to sale of the Shares of Common
Stock registered hereby, and after such conversion or exercise, as the case may
be, all Selling Stockholders may offer the Shares of Common Stock owned by them
for sale as principals for their own accounts at any time and from time to time,
in the over-the-counter market at prices prevailing at the time of sale. The
Selling Stockholders may also offer the Shares in private sales at prices to be
negotiated. The Company will not receive any of the proceeds from the sale of
such securities. Selling Stockholders are not obligated to reimburse the Company
any portion of the expenses incurred by the Company in this offering.
The number of shares issuable upon conversion of the Debentures will be
determined at the time of conversion, calculated on two formulas (depending on
the series of Debentures) based on the closing bid price of the Company's Common
Stock for a specified period of time. The table below and other information in
this Prospectus that includes the number of shares registered hereby assumes a
conversion price of $4.00, unless the context otherwise provides. To the extent
the conversion price for any Selling Stockholder is greater than $4.00, such
Selling Stockholder will own less Shares, and the number of Shares available for
sale under this Prospectus will be reduced. To the extent the conversion price
falls below $4.00, the Selling Stockholder will be entitled to more shares upon
conversion. Any such changes will be reflected in a Prospectus Supplement, post-
effective amendment or newly-effective registration statement.
The following table sets forth the name of each such security holder for
whom the Company is registering Shares of Common Stock for resale to the public
and (ii) the number and percentage of shares of Common Stock beneficially owned
by each such holder as of March 31, 1996 and immediately after the offering
(assuming the sale of all of their Shares offered hereby). Material
relationships between certain of the Selling Stockholders and the Company are
set forth in the footnotes to the table. Except as indicated in the footnotes to
this table, the persons named in the table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws, where applicable.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Following Offering
----------------------------- Shares ---------------------
Number of Percent to be Number of Percent
Name(1) Shares Owned Sold(2) Shares Owned
- --------------------------- -------------- ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
HBK Offshore Fund, Ltd. 1,000,000 (3) 5.8 1,000,000 0 0
Leonardo, L.P. 475,000 (4) 2.8 475,000 0 0
Bailey & Company Inc. 222,000 (5) 1.3 222,000 0 0
Parsenn Partners Limited 125,000 (6) * 125,000 0 0
Richcourt $ Strategies, Inc. 125,000 (6) * 125,000 0 0
AGF Convertibles 125,000 (6) * 125,000 0 0
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Following Offering
----------------------------- Shares ---------------------
Number of Percent to be Number of Percent
Name(1) Shares Owned Sold(2) Shares Owned
- --------------------------- -------------- ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Veer Palthe Voute 125,000 (6) * 125,000 0 0
Raphael, L.P. 100,000 (7) * 100,000 0 0
GAM Arbitrage, Inc. 100,000 (7) * 100,000 0 0
AG Super Fund International
Partners, L.P. 75,000 (8) * 75,000 0 0
The Gifford Fund, Ltd. 75,000 (8) * 75,000 0 0
Faisal Finance
(Switzerland) SA 75,000 (8) * 75,000 0 0
Montaigne Fund, N.V. 62,500 (9) * 62,500 0 0
Buchanan Fund Limited-
Atlantic 62,500 (9) * 62,500 0 0
Buchanan Partners Limited 62,500 (9) * 62,500 0 0
Tiverton Investment Fund
Ltd. 62,500 (9) * 62,500 0 0
Masidu NV 50,000 (10) * 50,000 0 0
Purling Holdings Limited 31,250 (11) * 31,250 0 0
Tocqueville NV 25,000 (12) * 25,000 0 0
Bernard Herodin 12,500 (13) * 12,500 0 0
Megapolis BV 6,250 (14) * 6,250 0 0
</TABLE>
____________
(1) Except for the individual named in the table, each of the Selling
Stockholders is an offshore corporation or partnership that has invested
either as principal or on behalf of its clients. In the latter
circumstances, the laws of certain jurisdictions protect the identity of
such clients from public disclosure.
(2) Outstanding Warrants must be exercised and outstanding Debentures must be
converted by the Selling Security Holder before sale of the underlying
Shares pursuant to this Prospectus. Accordingly, "Shares to be Sold"
assumes exercise of the outstanding Warrants and conversion of the
outstanding Debentures.
(3) Includes 1,000,000 Shares issuable upon conversion of outstanding
Debentures.
(4) Includes 475,000 Shares issuable upon conversion of outstanding Debentures.
(5) Includes 222,000 Shares issuable upon exercise of outstanding Warrants.
Bailey & Company Inc. acted as selling agent in connection with the 1996
offering of securities pursuant to Regulation S under the Act, under which
the Selling Stockholders acquired the securities being registered hereby.
The Warrants referred to herein were issued in connection with services
rendered in that offering.
(6) Includes 125,000 Shares issuable upon conversion of outstanding Debentures.
(7) Includes 100,000 Shares issuable upon conversion of outstanding Debentures.
(8) Includes 75,000 Shares issuable upon conversion of outstanding Debentures.
(9) Includes 62,500 Shares issuable upon conversion of outstanding Debentures.
(10) Includes 50,000 Shares issuable upon conversion of outstanding Debentures.
(11) Includes 31,250 Shares issuable upon conversion of outstanding Debentures.
(12) Includes 25,000 Shares issuable upon conversion of outstanding Debentures.
(13) Includes 12,500 Shares issuable upon conversion of outstanding Debentures.
(14) Includes 6,250 Shares issuable upon conversion of outstanding Debentures.
13
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus covers the resale of the shares of Common Stock by holders
of Debentures, Warrants and/or Common Stock (the "Selling Stockholders").
Holders of Debentures must convert the Debentures prior to sale pursuant to this
Prospectus. The holder of Warrants must exercise the Warrants prior to sale
pursuant to this Prospectus. The Selling Stockholders may sell all or a portion
of the Common Stock offered hereby from time to time in brokerage transactions
(which may include block transactions) in the over-the-counter market or, in
negotiated transactions, at prices and on terms prevailing at the times of such
sales. The Selling Stockholders may effect such transactions by selling their
Common Stock directly to purchasers, through broker-dealers acting as agents for
the Selling Stockholders or to broker-dealers who may purchase the Selling
Stockholders' Common Stock as principals and thereafter sell the Common Stock
from time to time in the over-the-counter market, in negotiated transactions or
otherwise, or a combination of such methods. The Selling Stockholders may
individually pay customary brokerage commissions and expenses.
The Company will amend or supplement this Prospectus in the following
circumstances and to the following extent: (i) if the securities are to be sold
at a price other than the prevailing market price, to disclose such price; (ii)
if the securities are to be sold in block transactions and the purchaser intends
to resell, to disclose the nature and extent of such arrangements; or (iii) if
the compensation to be paid to broker-dealers is other than usual and customary
discounts, concessions or commissions, to disclose the terms of such broker-
dealer compensation. In the above-circumstances, no offers or sales may be made
by the Selling Stockholder until an effective amendment or prospectus supplement
is available.
The Selling Stockholders and broker-dealers, if any, acting in connection
with such sales, might be deemed to be "underwriters" within the meaning of
section 2(11) of the Act and any commission received by them and any profit on
the resale of such securities may be deemed to be underwriting discounts and
commissions under the Act. The Company will not receive any part of the proceeds
from the sale of the Shares by the Selling Stockholders.
14
<PAGE>
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
October 1, 1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The statements contained in the section entitled "Business--Patents,
Trademarks and Licenses" of the Annual Report on Form 10-K for the fiscal year
ended October 1, 1995, incorporated by reference in this Prospectus, are
included in reliance upon the opinion of Thomas J. Plante, Esq. Irvine,
California, patent counsel for the Company, and upon his authority as an expert.
LEGAL MATTERS
Certain legal matters in connection with the sale of the securities offered
hereby will be passed upon for the Company by Grover T. Wickersham, P.C., Palo
Alto, California.
15
<PAGE>
- --------------------------------------------------------------------------------
No person is authorized to give any information or to make any representations
other than those contained in this Prospectus, and if given or made must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any security other than the
Shares offered by this Prospectus or an offer to sell or a solicitation of an
offer to buy the Shares in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstance
create any implication that there have been no changes in the affairs of the
Company since the date hereof or that the information herein is correct as of
any time subsequent to this date.
------------------
TABLE OF CONTENTS
Page
----
Available Information........................... 2
Incorporation of Certain Information
by Reference................................... 3
Prospectus Summary.............................. 4
Risk Factors.................................... 7
Use of Proceeds................................. 11
Selling Stockholders............................ 12
Plan of Distribution............................ 14
Experts......................................... 15
Legal Matters......................... 15
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2,997,000 Shares
IRVINE SENSORS
CORPORATION
Common Stock
----------
PROSPECTUS
----------
, 1996
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by the Registrant in connection with the issuance
and distribution of the securities being registered are estimated to be as
follows:
SEC registration fee.............. $ 6,330
Accounting fees and expenses...... 2,000 *
Legal fees and expenses........... 15,000 *
Blue sky legal fees and expenses.. 2,000 *
Miscellaneous expenses............ 2,000 *
----------
Total.......................... $27,330 *
==========
______________
* Estimated expenses
Item 15. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware (the "General
Corporation Law") provides for the indemnification of directors, officers,
employees and other agents of the corporation under certain circumstances as set
forth in section 145. Section 145 permits a corporation to indemnify its agents,
typically directors and officers, for expenses incurred or settlements or
judgments paid in connection with certain legal proceedings. Only those legal
proceedings arising out of such persons' actions as agents of the corporation
may be grounds for indemnification.
Whether or not indemnification may be paid in a particular case
depends upon whether the agent wins, loses or settles the suit and upon whether
a third party or the corporation itself is the plaintiff. The section provides
for mandatory indemnification, no matter who the plaintiff is, when an agent is
successful on the merits of a suit. In all other cases, indemnification is
permissive.
If the agent loses or settles a suit brought by a third party, he or
she may be indemnified for expenses incurred and settlements or judgments paid.
Such indemnification may be authorized upon a finding that the agent acted in
good faith and in a manner he or she reasonably believed to be in the best
interests of the corporation.
If the agent loses or settles a suit brought by or on behalf of the
corporation, his or her right to indemnification is more limited. If he or she
is adjudged liable to the corporation, the court in which such proceeding was
held must determine whether it would be fair and reasonable to indemnify him or
her for expenses which such court shall determine. If the agent settles such a
suit with court approval, he or she may be indemnified for expenses incurred in
connection with
II-1
<PAGE>
the defense and settlement of the suit, upon a finding that the agent acted in
good faith and in a manner he or she reasonably believed to be in the best
interests of the corporation and its stockholders.
Under Section 145, the indemnification discussed above may be
authorized by a majority vote of the disinterested directors or stockholders
(the person to be indemnified is excluded from voting his or her shares) or the
court in which the proceeding was brought.
Under Section 145, a corporation may authorize, by by-law, agreement
or otherwise, the indemnification of its agents in excess of that expressly
permitted by Section 145. The Registrant's By-laws provide that indemnification
shall be mandatory in all cases where it is permitted by Section 145.
Section 102(b) of the General Corporation Law permits corporations to
eliminate or limit the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of the fiduciary duty as a
director. The Registrant's Certificate of Incorporation provides for elimination
of personal liability of directors for breach of fiduciary duty as a director
except for the following: (i) for any breach of such director's duty of loyalty
to the Corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the General Corporation Law; or (iv) for any
transaction from which such director derived an improper personal benefit. The
Registrant's Certificate of Incorporation further provides that modification or
repeal of this provision may not affect the elimination of liability therein
provided with respect to a director's personal liability for any act or omission
that occurs prior to such modification or repeal.
Finally, a corporation has the power to purchase indemnity insurance
for its agents, even if it would not have the power to indemnify them. The
Registrant has purchased such insurance.
Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Act") may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed 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.
II-2
<PAGE>
Item 16. Exhibits
4.1 Form of specimen Common Stock certificate(1)
5 Opinion of Grover T. Wickersham, P.C. re legality
23.1 Consent of Price Waterhouse LLP, independent accountants
(see page II-8 of the Registration Statement
23.2 Consent of Thomas J. Plante, Esq. (see page II-9 of the Registration
Statement)
23.3 Consent of Grover T. Wickersham, P.C. (included in Exhibit 5, above)
25 Power of Attorney (included on page II-6 of the Registration
Statement)
_________
(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 29, 1991.
II-3
<PAGE>
Item 17. Undertakings
(a) Rule 415 Offering
-----------------
The 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 to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) 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) 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-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 Exchange Act that are incorporated by reference in the registration
statement.
(2) That for purposes 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.
(b) Filings Incorporating Subsequent Exchange Act Documents by
----------------------------------------------------------
Reference
- ---------
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the
II-4
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Request for Acceleration of Effective Date or filing of
-------------------------------------------------------
Registration Statement on Form S-8
----------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Costa Mesa, California, on May 1, 1996.
IRVINE SENSORS CORPORATION
By: /s/ Kenneth T. Lian
-----------------------------------------------
Kenneth T. Lian
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kenneth T. Lian and John J. Stuart, Jr.,
and each of them, his attorneys-in-fact and agents, each with full power of
substitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement on Form
S-3, 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 full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that any of
said attorneys-in-fact and agents, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
(Principal Executive Officer)
/s/ Kenneth T. Lian President, Chief Executive Officer May 1, 1996
- ----------------------------
Kenneth T. Lian and Director
/s/ James Alexiou Chairman of the Board May 1, 1996
- ----------------------------
James Alexiou
II-6
<PAGE>
(Principal Financial Officer)
/s/ John J. Stuart, Jr. Executive Vice President and
- ---------------------------- Chief Financial Officer May 1, 1996
John J. Stuart, Jr.
/s/ John C. Carson Director May 1, 1996
- ----------------------------
John C. Carson
/s/ Joanne S. Carson Director May 1, 1996
- ----------------------------
Joanne S. Carson
- ---------------------------- Director
Marc Dumont
/s/ Thomas E. Lenagh Director May 1, 1996
- ----------------------------
Thomas E. Lenagh
/s/ Frank P. Ragano Director May 1, 1996
- ----------------------------
Frank P. Ragano
II-7
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
December 5, 1995, which appears on page 16 of the 1995 Annual Report to
Shareholders of Irvine Sensors Corporation, which is incorporated by reference
in Irvine Sensors Corporation's Annual Report on Form 10-K for the fiscal year
ended October 1, 1995. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 16 of such
Annual Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Costa Mesa, California
May 1, 1996
II-8
<PAGE>
Exhibit 23.2
CONSENT OF PATENT COUNSEL
I hereby consent to the reference to me in the section of the
Prospectus entitled, "Experts," contained in the Registration Statement on Form
S-3 of Irvine Sensors Corporation of which this Consent is a part. I also
consent to the incorporation by reference in said Registration Statement on Form
S-3 of the statements contained in the Section entitled "Business -- Patents,
Trademarks and Licenses" of the Annual Report on Form 10-K of Irvine Sensors
Corporation for the fiscal year ended October 1, 1995.
/s/ Thomas J. Plante
Thomas J. Plante
April 30, 1996
Irvine, California
II-9
<PAGE>
EXHIBIT INDEX
4.1 Form of specimen Common Stock certificate(1)
5.1 Opinion of Grover T. Wickersham, P.C. re legality
23.1 Consent of Price Waterhouse LLP, independent accountants
(see page II-8 of the Registration Statement)
23.2 Consent of Thomas J. Plante, Esq. (see page II-9 of the Registration
Statement)
23.3 Consent of Grover T. Wickersham, P.C. (included in Exhibit
5, above)
25 Power of Attorney (included on page II-6 of the Registration Statement)
_________
(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 29, 1991.
<PAGE>
Exhibit 5.1
GROVER T. WICKERSHAM
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
430 CAMBRIDGE AVENUE, SUITE 100
PALO ALTO, CALIFORNIA 94306
TELEPHONE: (415) 323-6400
FAX: (415) 323-1108
Grover T. Wickersham
Debra K. Weiner
Amy M. Grossman
May 3, 1996
Irvine Sensors Corporation
3001 Redhill Avenue, Building III
Costa Mesa, California 92626
Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") of Irvine Sensors Corporation, a Delaware corporation (the
"Company"), to be filed with the Securities and Exchange Commission (the
"Commission") covering the registration under the Securities Act of 1933, as
amended (the "Act") of 2,997,000 shares of common stock, $0.01 par value of
the Company (the "Shares") for resale by certain selling stockholders of the
Company (the "Selling Stockholders").
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates
and other documents as we have considered necessary or appropriate for the
purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is duly organized, validly existing and in good
standing under the laws of the State of Delaware; and
<PAGE>
2. The Shares issued to the Selling Stockholders or issuable
upon conversion of the outstanding convertible debentures or upon exercise
of outstanding warrants as described in the Registration Statement are duly
authorized and are (or will be, when issued in accordance with the terms
of the respective instruments) validly issued, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Matters," as counsel who will pass upon the legality
of the Shares for the Company and to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations promulgated thereunder.
This opinion is rendered solely for your benefit in connection with
the subject transaction and is not to be otherwise used, circulated, quoted
or referred to without our prior written consent.
Very truly yours,
/s/ Grover T. Wickersham, P.C.
Grover T. Wickersham, P.C.
