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As filed with the Securities and Exchange Commission on October 9, 1997
Registration No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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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)
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1991 STOCK OPTION PLAN
(Full title of the plan)
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Jane M. Christie
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 735,000 shs. $1.8125 $1,332,188 $403.69
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee, based upon the closing sales price of the Registrant's
common stock on October 3, 1997, as reported on the American Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other securities for
which a Registration Statement on Form S-8 (Registration No. 33-43158) relating
to the Registrant's 1991 Stock Option Plan is effective (the "Prior Registration
Statement"). Pursuant to General Instruction E to Form S-8, the Registrant
hereby incorporates herein the contents of the Prior Registration Statement.
Item 8. Exhibits
<TABLE>
<S> <C>
4.1 1991 Stock Option Plan, as amended to date, incorporated herein
by reference to Exhibit 10.12 to the Registrant's Registration
Statement on Form S-1 filed September 4, 1997 (Registration No.
333-34917).
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>
2
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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 23rd day of
September, 1997.
GENERAL AUTOMATION, INC.
By: /s/ JANE CHRISTIE
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Jane Christie, President
and Chief Executive Officer
We, the undersigned directors and officers of General Automation, Inc.,
do hereby constitute and appoint Jane M. Christie and John R. Donnelly, or
either or 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 and 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 September 29, 1997
- ---------------------------- and Director
Lawrence Michels
/s/ ROBERT D. BAGBY Vice Chairman September 23, 1997
- ---------------------------- and Director
Robert D. Bagby
/s/ JANE M. CHRISTIE Chief Executive Officer, September 23, 1997
- ---------------------------- President
Jane M. Christie and Director
</TABLE>
S-1
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<TABLE>
<S> <C> <C>
/s/ JOHN R. DONNELLY Chief Financial September 23, 1997
- ---------------------------- Officer and
John R. Donnelly Principal Accounting
Officer
/s/ LEONARD MACKENZIE Director September 23, 1997
- ----------------------------
Leonard Mackenzie
/s/ PHILIP T. NODEN Director September 30, 1997
- ----------------------------
Philip T. Noden
/s/ PAUL MORIGI Director September 25 , 1997
- ----------------------------
Paul Morigi
/s/ ROBERT M. MCCLURE Director September 30, 1997
- ----------------------------
Robert M. McClure
</TABLE>
S-2
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October 6, 1997
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 735,000 shares of Common Stock, $.10 par value per share, of the Company (the
"Shares"), which have been reserved for issuance under the Company's 1991 Stock
Option Plan (the "Plan").
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 Plan as set
forth in the Plan.
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 Plan, 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,
/s/ Higham, McConnell & Dunning
HIGHAM, McCONNELL & DUNNING
Exhibit 5
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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 9, 1996 appearing on page 28
of General Automation, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Costa Mesa, California
October 6, 1997
Exhibit 23.2
