As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 333-____________
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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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MICROVISION, INC.
(Exact Name of Registrant as Specified in its Charter)
Washington 91-1600822
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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2203 Airport Way South, Suite 100
Seattle, Washington 98134
(Address of Principal Executive Offices)
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1996 Stock Option Plan
1996 Independent Director Stock Plan
1994 Combined Incentive and Nonqualified Stock Option Plan
1993 Stock Option Plan
(Full Title of Plans)
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Richard A. Raisig
Chief Financial Officer
2203 Airport Way South, Suite 100
Seattle, Washington 98134
(Name and Address of Agent for Service)
(206) 623-7055
(Telephone Number, Including Area Code, of Agent for Service)
With copy to:
Ronald J. Lone, Esq.
Stoel Rives LLP
One Union Square, 36th Floor
Seattle, Washington 98101-3197
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<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
- -------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, no 2,113,937 $8.80 $9,275,143 $2,810.65
par value
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the
shares to be registered, 994,886 shares are subject to options with
exercise prices ranging from $0.80 to $8.80 per share, and with an
aggregate exercise price of approximately $4,938,821. The calculation
of the registration fee for the balance of the shares is based on
$3.875, which was the average of the high and low prices of the
Common Stock on December 27, 1996 as reported in The Wall Street
Journal on the Nasdaq National Market.
</FN>
</TABLE>
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<PAGE>
PART I
Information required by Part I of Form S-8 is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"), and the Note to Part I of Form
S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial
statements for the Company's latest fiscal year for which such
statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above; and
(c) The description of the common stock of the Company contained
in the Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose
of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.
Any statement contained herein, or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or 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 Registration
Statement.
Item 4. Description of Securities.
Not applicable.
2
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 7 of the Company's Amended and Restated Articles of
Incorporation authorizes the Company to indemnify its directors to the
fullest extent permitted by the Washington Business Company through the
adoption of Bylaws, approval of agreements, or by any other manner approved
by the Board of Directors. In accordance therewith, Section 10 of the
Company's Amended and Restated Bylaws ("Bylaws") requires indemnification
of present and past directors, as well as any person who, while a director,
also was serving at the request of the Company as an officer, employee or
agent of the Company or as a director, officer, employee or agent of
another entity (an "Indemnitee"), who was or is made a party or is
threatened to be made a party to or is involved in any threatened, pending,
or completed action, suit or proceeding, whether formal or informal, civil,
criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he or she is or was a director. Section 10 of the Bylaws also
provides that any Indemnitee who was or is made a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by
or in the right of the Company to procure a judgment in its favor by reason
of the Indemnitee's status as such, will be indemnified and held harmless
by the Company to the fullest extent permitted by applicable law against
all expense actually and reasonably incurred or suffered by such person in
connection therewith if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of
the Company and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Company. Notwithstanding these indemnification
obligations, no indemnification will be provided to any Indemnitee to the
extent that such indemnification would be prohibited by the Washington
Business Corporation Act or other applicable law as then in effect, nor,
except with respect to proceedings seeking to enforce rights to
indemnification, will the Company indemnify any such person seeking
indemnification in connection with a Proceeding initiated by such person
except where such Proceeding was authorized by the Board of Directors.
Section 10 of the Bylaws also provides that expenses incurred in
defending any Proceeding in advance of its final disposition may be
advanced by the Company to the Indemnitee upon receipt of an undertaking by
or on behalf of such person to repay such amount if it is ultimately
determined that such person is not entitled to be indemnified by the
Company, except where the Board of Directors adopts a resolution expressly
disapproving such advancement.
Article 10 of the Bylaws also authorizes the Board to indemnify and
advance expenses to officers, employees, and agents of the Company on the
same terms and with the same scope and effect as the provisions thereof
with respect to the indemnification and advancement of expenses of
directors.
3
<PAGE>
The Company also has a policy of entering into indemnification
agreements with each member of its Board of Directors. In the agreements,
the Company agrees to hold harmless and indemnify the Director in the event
the Director is successful in the defense of any proceeding to which the
Director is or was a party against reasonable expenses incurred by the
Director in connection with the proceeding. The Company also agrees to
indemnify the Director if the Director acted in good faith and the Director
reasonably believed (i) in the case of conduct in the Director's official
capacity with the Company, that the Director's conduct was in the Company's
best interests; (ii) in all other cases, that the Director's conduct was at
least not opposed to the Company's best interests; and (iii) in the case of
any criminal proceeding, the Director had no reasonable cause to believe
the Director's conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of
Microvision, Inc., as filed on August 14, 1996, with the
Secretary of State of the State of Washington*
4.2 Amended and Restated Bylaws of the Company*
4.3 Form of specimen certificate for common stock*
5 Opinion of Stoel Rives LLP
10.1 1993 Stock Option Plan*
10.2 1994 Combined Incentive and Nonqualified Stock Option Plan*
10.3 1996 Stock Option Plan, as amended*
10.4 1996 Independent Director Stock Plan, as amended*
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Stoel Rives LLP (included in Exhibit 5)
24 Power of Attorney (included herewith at page 7)
* Incorporated by reference to the Company's Form SB-2 Registration
Statement, as amended, No. 333-5276- LA.
4
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes to file, during any
period in which it offers or sells securities, a post-effective amendment
to this Registration Statement to:
(a) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information
set forth in this Registration Statement; and
(c) include any additional or changed material information on the
plan of distribution,
provided, however, that paragraphs (a) and (b) hereabove do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is incorporated by reference from periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Seattle, State of Washington, on
December 19,1996.
MICROVISION, INC.
By: /s/ RICHARD F. RUTKOWSKI
-----------------------------------------
Richard F. Rutkowski
President and Chief Executive Officer
By: /s/ RICHARD A. RAISIG
-----------------------------------------
Richard A. Raisig
Chief Financial Officer and
Chief Accounting Officer
6
<PAGE>
Each of the undersigned directors of Microvision, Inc., hereby
constitutes and appoints Richard F. Rutkowski and Richard A. Raisig and
each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration
Statement, and any other instruments or documents that said
attorneys-in-fact and agents may deem necessary or advisable to enable
Microvision, Inc., to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, and to file the same, with all exhibits thereto, with the
Securities and Exchange Commission, in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common Stock of
Microvision, Inc., issuable pursuant to the 1996 Stock Option Plan and the
1996 Independent Director Stock Plan, granting unto said attorneys-in-fact
and agents and each of them full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his
substitute, may lawfully 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 indicated below on the 22nd day of December, 1996:
/s/ RICHARD F. RUTKOWSKI /s/ STEVEN R. WILLEY
- ----------------------------------- ---------------------------------------
Richard F. Rutkowski Steven R. Willey
President, Chief Executive Officer, Executive Vice President and Director
and Director
/s/ RICHARD A. RAISIG /s/ WALTER J. LACK
- ----------------------------------- ---------------------------------------
Richard A. Raisig Walter J. Lack
Vice President, Chief Financial Director
Officer, and Director
- ----------------------------------- --------------------------------
Robert A. Ratliffe Jacob Brouwer
Director Director
- ----------------------------
Richard A. Cowell
Director
7
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4.1 Amended and Restated Articles of Incorporation of
Microvision, Inc., as filed on August 14, 1996, with
the Secretary of State of the State of Washington ......... *
4.2 Amended and Restated Bylaws of the Company................. *
4.3 Form of specimen certificate for common stock.............. *
5 Opinion of Stoel Rives LLP................................. 9
10.1 1993 Stock Option Plan..................................... *
10.2 1994 Combined Incentive and Nonqualified Stock Option Plan. *
10.3 1996 Stock Option Plan, as amended......................... *
10.4 1996 Independent Director Stock Plan, as amended........... *
23.1 Consent of Price Waterhouse LLP............................ 10
23.2 Consent of Stoel Rives LLP (included in Exhibit 5)......... 9
24 Power of Attorney (included on signature page)............. **
* Incorporated by reference to the Company's Form SB-2 Registration
Statement, as amended, No. 333-5276-LA.
** See sequentially numbered page 7.
EXHIBIT 5
STOEL RIVES LLP
600 University Street
Suite 3600
Seattle, Washington 98101-3197
December 23, 1996
Board of Directors
Microvision, Inc.
2203 Airport Way South, Suite 100
Seattle, WA 98134
Gentlemen:
We have acted as counsel for Microvision, Inc. (the "Company"), in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 covering an
aggregate of 2,113,937 shares of Common Stock, no par value, of the Company
(the "Shares") issuable thereby upon the exercise of options granted
pursuant to the Company's 1996 Stock Option Plan, as amended, 1994 Combined
Incentive and Nonqualified Stock Option Plan, and 1993 Stock Option Plan,
and issued or issuable pursuant to the Company's 1996 Independent Director
Stock Plan, as amended (collectively, the "Plans"). We have reviewed the
corporate action of the Company in connection with this matter and have
examined such documents, corporate records, and other instruments as we
have deemed necessary for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the Company is a
corporation duly organized and validly existing under the laws of the State
of Washington and that the Shares are duly authorized and, when issued and
sold in accordance with the terms of the plans, will be legally issued,
fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Fom S-8 of our report dated July 10, 1996, except
as to the reverse stock split described in Note 8 which is as of August 12,
1996, and except as to the completed stock offering as described in Note 1,
which is as of December 20, 1996, relating to the financial statements of
Microvision, Inc., which appears on page F-2 of the Prospectus constituting
part of the use in the Prospectus constituting part of the Post-Effective
Amendment to the Registration Statement on Form SB-2.
PRICE WATERHOUSE LLP
Seattle, Washington
December 20, 1996
