As filed with the Securities and Exchange Commission on January 29, 1999
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
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.)
---------------
2203 Airport Way South, Suite 100
Seattle, Washington 98134
(Address of Principal Executive Offices)
---------------
1996 STOCK OPTION PLAN, AS AMENDED
(Full Title of Plan)
---------------
Richard A. Raisig
Chief Financial Officer
2203 Airport Way South, Suite 100
Seattle, Washington 98134
Tel.: (206) 623-7055
Fax: (206) 623-5961
(Name, Address, Telephone and Facsimile numbers,
Including Area Code, of Agent for Service)
---------------
<TABLE>
<CAPTION>
Calculation of Registration Fee
===========================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,250,000 shares $34.18 $36,132,329 $10,045
(1) Of the shares being registered hereby, 1,133,542 shares are subject to options with exercise prices
ranging from $5.94 to $34.18 per share and with an aggregate exercise price of $21,269,482. The registration
fee for the balance of the shares being registered hereby is calculated in accordance with Rules 457(h)
and 457(c) under the Securities Act of 1933.
===========================================================================================================
</TABLE>
<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 Annual Report on Form 10-KSB for the year ended
December 31, 1997;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
December 31, 1997; 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
2
<PAGE>
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 Corporations Act 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 (each, 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"), because such Indemnitee is or was a director of the Company.
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 because such Indemnitee is or was a director of the Company, 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 Indemnitee in connection with such action or suit; provided
that the Indemnitee must have acted in good faith and in a manner that he or she
reasonably believed to be in or not opposed to the best interests of the
Company; and provided further that no indemnification will be made in respect of
any claim, issue or matter as to which such Indemnitee is adjudged 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>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of Microvision,
Inc./1
4.1.1 Articles of Amendment of Articles of Incorporation Containing the
Statement of Rights and Preferences of the Series B Convertible
Preferred Stock of Microvision, Inc./2
4.2 Amended and Restated Bylaws of the Company/3
4.3 Form of specimen certificate for common stock/1
5 Opinion of Stoel Rives LLP
10.1 1996 Stock Option Plan, as amended/4
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Stoel Rives LLP (included in Exhibit 5)
24 Power of Attorney (included herewith at page 8)
- --------------
/1 Incorporated by reference to the Company's Form SB-2 Registration
Statement, as amended, No. 333-5276- LA
/2 Incorporated by reference to the Company's Form 8-K for the event of
January 14, 1999, as filed with the Securities and Exchange Commission
on January 28, 1999
/3 Incorporated by reference to the Company's Form 10-QSB filed with the
Securities and Exchange Commission on August 14, 1998.
/4 Incorporated by reference to the Company's Form 10-QSB filed with the
Securities and Exchange Commission on November 16, 1998
4
<PAGE>
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
that, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(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 the information required to be included in a
post-effective amendment by those paragraphs is incorporated by
reference from periodic reports filed with or furnished to the
Commission 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 the purpose of determining any liability under the
Securities Act, each 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 that remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
5
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
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.
6
<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 January 20, 1999.
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
7
<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, as amended,
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 20th day of January, 1999:
RICHARD F. RUTKOWSKI STEVEN R. WILLEY
- ------------------------------------ ------------------------------------
Richard F. Rutkowski Steven R. Willey
President, Chief Executive Officer, Executive Vice President and Director
and Director
RICHARD A. RAISIG WALTER J. LACK
- ------------------------------------ ------------------------------------
Richard A. Raisig Walter J. Lack
Vice President, Chief Financial Director
Officer, and Director
ROBERT A. RATLIFFE JACOB BROUWER
- ------------------------------------ ------------------------------------
Robert A. Ratliffe Jacob Brouwer
Director Director
RICHARD A. COWELL DOUGLAS TRUMBULL
- ------------------------------------ ------------------------------------
Richard A. Cowell Douglas Trumbull
Director Director
WILLIAM A. OWENS
- ------------------------------------ ------------------------------------
William A. Owens Margaret Elardi
Director Director
8
EXHIBIT 5
STOEL RIVES LLP
600 University Street
Suite 3600
Seattle, Washington 98101-3197
January 21, 1999
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 2,250,000 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 (the "Plan"). 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 Shares are duly
authorized and, when issued and sold in accordance with the terms of the Plan,
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 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 27, 1998 appearing in
Microvision, Inc.'s Annual Report on Form 10-KSB for the year ended December 31,
1997.
PricewaterhouseCoopers LLP
Seattle, Washington
January 28, 1999
