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As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-_____
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)
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WASHINGTON 91-1600822
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
19910 NORTH CREEK PARKWAY
BOTHELL, WASHINGTON 98011-3008
(Address, including zip code, of Principal Executive Offices)
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1996 STOCK OPTION PLAN, AS AMENDED
INDEPENDENT DIRECTOR STOCK OPTION PLAN
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RICHARD A. RAISIG
CHIEF FINANCIAL OFFICER
19910 NORTH CREEK PARKWAY
BOTHELL, WASHINGTON 98011-3008
(425) 415-6614
(Name, address, and telephone number of agent for service)
WITH COPY TO:
CHRISTOPHER J. VOSS, ESQ.
STOEL RIVES LLP
ONE UNION SQUARE, 36TH FLOOR
SEATTLE, WASHINGTON 98101-3197
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
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<S> <C> <C> <C> <C>
Common Stock 2,650,000 Shares $44.41 $116,102,115 $30,651
</TABLE>
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price were estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
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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
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Microvision, Inc. ("Microvision"), with
the Securities and Exchange Commission are incorporated herein by reference:
(a) Microvision's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
(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.
(c) The description of the authorized capital stock of the Registrant
contained in the Registrant'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 Microvision 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 that 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.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 7 of Microvision's Amended and Restated Articles of Incorporation
authorizes Microvision 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 Microvision'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 Microvision as an officer, employee or agent of Microvision 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 Microvision.
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 Microvision to procure a judgment
in its favor because such Indemnitee is or was a director of Microvision, will
be indemnified and held harmless by Microvision 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
Microvision; 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 Microvision. 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 Microvision
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
Microvision 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 Microvision, except where the Board of
Directors adopts a resolution expressly disapproving such advancement.
Section 10 of the Bylaws also authorizes the Board to indemnify and advance
expenses to officers, employees and agents of Microvision 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
4.1 Form of specimen certificate for common stock (1)
5 Opinion of Stoel Rives LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Stoel Rives LLP (included in Exhibit 5)
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(1) Incorporated by reference to Microvision's Form SB-2 Registration
Statement, as amended, No. 333-5276- LA.
Item 9. UNDERTAKINGS.
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(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 the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 contained in 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 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 bona fide 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 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 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 Securities and Exchange 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 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, 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 Bothell, State of Washington on July 26, 2000.
MICROVISION, INC.
By: /s/ Richard F. Rutkowski
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Name: Richard F. Rutkowski
Title: President & Chief Executive Officer
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Each of the undersigned hereby constitutes and appoints Richard F.
Rutkowski and Richard A. Raisig, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for the undersigned
and in his or her 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,
and the Independent Director Stock Option 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 or she 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 26th day of July, 2000:
Signature Title
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/s/ Richard F. Rutkowski President, Chief Executive Officer and Director
-------------------------- (Principal Executive Officer)
Richard F. Rutkowski
/s/ Steven R. Willey Executive Vice President and Director
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Steven R. Willey
/s/ Richard A. Raisig Vice President, Chief Financial Officer and
-------------------------- Director (Principal Financial Officer)
Richard A. Raisig
/s/ Jeff Wilson Principal Accounting Officer
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Jeff Wilson
/s/ Jacob Brouwer Director
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Jacob Brouwer
Director
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Richard A. Cowell
Director
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Margaret Elardi
/s/ Walter J. Lack Director
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Walter J. Lack
/s/ William A. Owens Director
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William A. Owens
/s/ Robert A. Ratliffe Director
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Robert A. Ratliffe
/s/ Dennis Reimer Director
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Dennis Reimer
