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As filed with the Securities and Exchange Commission on _______, 2000
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
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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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1999 STOCK PLAN
(Full title of the plan)
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Richard Nance
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 LLP
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, 1,000,000 shs. $1.50 $1,500,000 $ 380.16
$.10 par value
==================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based on the average of the bid and asked prices of the
Registrant's common stock in the over-the-counter market as of June 14,
2000.
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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, 1999.
(b) The Registrant's report on Form 10-Q for its fiscal quarter ended
December 31, 1999.
(c) The Registrant's report on Form 10-Q for its fiscal quarter ended
March 31, 2000.
(d) 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 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.
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. The Registrant has also entered into
Indemnification Agreements with certain of its officers and directors.
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Item 7. Exemption From Registration Claimed
Not applicable
Item 8. Exhibits
5 Opinion of Higham, McConnell & Dunning LLP.
23.1 Consent of Higham, McConnell & Dunning LLP (included in the
opinion of counsel filed as Exhibit 5 hereto).
23.2 Consent of Cacciamatta Accountancy Corporation.
23.3 Consent of McGladrey & Pullen, 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, 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
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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.
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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 15th day of June,
2000.
GENERAL AUTOMATION, INC.
By: /s/ Jane M. Christie
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Jane M. Christie, President
and Chief Executive Officer
We, the undersigned directors and officers of General Automation, Inc., do
hereby constitute and appoint Jane Christie and Richard Nance, 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
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<S> <C> <C>
/s/ Robert M. McClure Chairman of the Board June 15, 2000
-------------------------------- and Director
Robert M. McClure
/s/ Robert D. Bagby Vice Chairman June 15, 2000
-------------------------------- and Director
Robert D. Bagby
/s/ Jane M. Christie President, Chief Executive June 15, 2000
-------------------------------- Officer and Director
Chief Financial June 15, 2000
/s/ Richard H. Nance Officer and
-------------------------------- Principal Accounting
Richard H. Nance Officer
/s/ Nathan Bell Director June 15, 2000
--------------------------------
Nathan Bell
Director June 15, 2000
--------------------------------
Philip T. Noden
/s/ Andrew Dumke Director June 15, 2000
--------------------------------
Andrew Dumke
</TABLE>
S-1
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INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Higham, McConnell & Dunning LLP.
23.1 Consent of Higham, McConnell & Dunning LLP (included in the
opinion of counsel filed as Exhibit 5 hereto).
23.2 Consent of Cacciamatta Accountancy Corporation.
23.3 Consent of McGladrey & Pullen, LLP.
