<PAGE> 1
As filed with the Securities and Exchange Commission on August 2, 1996
Registration No. _______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENERAL AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2488811
(State of incorporation) (I.R.S. Employer Identification No.)
17731 Mitchell North
Irvine, California 92714
(Address and zip code of principal executive offices)
---------------------------
STOCK OPTION AGREEMENTS FOR CERTAIN DIRECTORS
(Full title of the plan)
---------------------------
John Donnelly
17731 Mitchell North
Irvine, California 92714
(Name and address of agent for service)
(714) 250-4800
(Telephone number, including area code, of agent for service)
Copy to:
Scott E. McConnell, Esq.
Higham, McConnell & Dunning
28202 Cabot Road, Suite 450
Laguna Niguel, California 92677-1250
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
To Be To Be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 1,455,000 shs. $.86 $1,251,300 $431.48
- ------------------------------------------------------------------------------
</TABLE>
(1) Proposed maximum offering price is the price at which the stock
options may be exercised.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are incorporated into this Registration
Statement by reference:
(a) The Registrant's report on Form 10-K for its fiscal year
ended September 30, 1995, as amended by the amendments
thereto filed May 2, 1996 and May 22, 1996, respectively.
(b) The Registrant's report on Form 10-Q for the quarter ended
December 31, 1995, as amended by the amendment thereto
filed May 2, 1996.
(c) The Registrant's report on Form 10-Q for the quarter ended
March 31, 1996.
(d) The Registrant's report on Form 8-K filed on May 22, 1996.
(e) The Registrant's report on Form 10-Q for the quarter ended
June 30, 1996.
(f) The description of the Registrant's common stock set forth
in its Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
In addition, all reports and other documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that all
securities reserved for issuance under the Stock Option Agreements which are
the subject of this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and shall be deemed to be a part
hereof from the date of the filing of each such report or document except as to
any portion of any future Annual or Quarterly Report to Shareholders which is
not deemed filed under such provisions.
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 Delaware General Corporation Law makes provision
for the indemnification of officers and directors in terms sufficiently broad
to indemnify officers and directors under certain circumstances from
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933. Indemnification Agreements entered into by the
Registrant and its officers and directors provide that the Registrant shall
indemnify its officers and directors to the fullest extent permitted by law.
2
<PAGE> 3
In addition, as permitted by Section 102(b)(7) of the Delaware
General Corporation Law, the Registrant's Certificate of Incorporation provides
that a director of the Registrant shall not be liable to the Registrant or its
shareholders for monetary damages for breach of the director's fiduciary duty
of care. However, as provided by Delaware law, such limitation of liability
will not act to limit liability (i) for any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) for any acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) arising under the provisions of the Delaware General
Corporation Law relating to unlawful distributions, or (iv) for any transaction
from which the director derived an improper benefit.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not applicable
Item 8. Exhibits(1)
-----------
5 Opinion of Higham, McConnell & Dunning.
23.1 Consent of Higham, McConnell & Dunning (included in the
opinion of counsel filed as Exhibit 5 hereto).
23.2 Consent of Price Waterhouse LLP.
Item 9. 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, represents 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 Paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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,
____________________
(1) Pursuant to Instruction 1 to paragraph (b)(4) of Item 601 of Regulation
S-K, copies of the Stock Option Agreements to which this Registration Statement
relates have not been filed herewith.
3
<PAGE> 4
and the offering of such securities at that time shall be deemed to be the
initial bonafide 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 the purpose
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 bonafide offering thereof.
(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 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 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.
4
<PAGE> 5
SIGNATURES
Pursuant to 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on the 1st day of
August, 1996.
GENERAL AUTOMATION, INC.
By: /s/ Jane Christie
---------------------------
Jane Christie, President
and Chief Executive Officer
We, the undersigned directors and officers of General Automation, Inc.,
do hereby constitute and appoint Jane Christie and John Donnelly, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and
to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorneys and agents, or either of
them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence Michels Chairman of the Board August 1, 1996
------------------------ and Director
Lawrence Michels
/s/ Robert D. Bagby Vice Chairman August 1, 1996
------------------------ and Director
Robert D. Bagby
/s/ John R. Donnelly Chief Financial August 1, 1996
------------------------ Officer and
John R. Donnelly Principal Accounting
Officer
/s/ Leonard Mackenzie Director August 1, 1996
------------------------
Leonard Mackenzie
/s/ Philip T. Noden Director August 1, 1996
------------------------
Philip T. Noden
/s/ Paul Morigi Director August 1, 1996
------------------------
Paul Morigi
/s/ Robert M. McClure Director August 1, 1996
------------------------
Robert M. McClure
</TABLE>
S-1
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5 Opinion of Higham, McConnell & Dunning.
23.1 Consent of Higham, McConnell & Dunning (included in the
opinion of counsel filed as Exhibit 5 hereto).
23.2 Consent of Price Waterhouse LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5
[HIGHAM, MCCONNELL & DUNNING LETTERHEAD]
(714) 365-5517
August 1, 1996
General Automation, Inc.
17731 Mitchell North
Irvine, California 92714
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") filed by General Automation, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of 1,455,000 shares of Common Stock, $.10 par value per
share, of the Company (the "Shares"), which have been reserved for issuance in
connection with the exercise of the Stock Option Agreements dated March 21,
1994 entered into by the Company with each of Lawrence Michels, Robert Bagby
and Leonard Mackenzie (the "Option Agreements").
We have examined the proceedings heretofore taken and are
familiar with the additional proceedings proposed to be taken by the Company in
connection with the authorization and issuance of the Shares pursuant to the
Option Agreements.
Based upon such examination and subject to compliance with
applicable state securities and "blue sky" laws, it is our opinion that the
Shares, when issued pursuant to the provisions of the Option Agreements, will
constitute legally issued and outstanding shares of the Company's Common Stock,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HIGHAM, McCONNELL & DUNNING
/s/ HIGHAM, McCONNELL & DUNNING
<PAGE> 1
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 report dated December 19, 1995, which appears on
page 27 of General Automation, Inc.'s Annual Report on Form 10-K/A for the year
ended September 30, 1995.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Costa Mesa, California
July 30, 1996
