As filed with the Securities and Exchange Commission on May 19,
1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement Under The
Securities Act of 1933
Boatracs, Inc.
(Exact Name of Registrant as Specified in Its Charter)
California 33-0644381
(State or Other Jurisdiction (I.R.S. Employer
Identification Number)
of Incorporation or Organization)
6440 Lusk Blvd., Suite D201, San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
Boatracs, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
Michael Silverman, Chairman of the Board
Boatracs, Inc.
6440 Lusk Blvd., Suite D201
San Diego, California 92121
(Name and Address of Agent For Service)
619-587-1981
(Telephone Number, Including Area Code of Agent For Service)
Calculation Of Registration Fee
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities Amount Offering Offering Registration
to be to be Price Price Fee (1)
Registered Regist- Per (1)
ered Share (1)
Common Stock, 1,000,000 $4.43 $4,430,000 $1,003.85 (3)
no par (2)
value per
share,
issuable
upon
exercise of
Stock Options
(1) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the maximum
number of securities issuable under the plan that are covered by
the registration statement, computed based on the average of the
bid and asked prices of the Company's Common Stock as reported on
the NASDAQ OTC Bulletin Board on May 13, 1998.
(2) This amount represents an additional 1,000,000 shares being
registered for issuance under the Company's 1996 Stock Option
Plan, as amended. 1,000,000 shares were registered under such
plan on Form S-8 filed with the Commission on March 20, 1996 as
File No. 333-01817. An amendment to the 1996 Stock Option Plan
was reflected on Form S-8 filed with the Commission on June 20,
1997, SEC File No. 333-29615.
(3) The fee is reduced by the $303 filing fee paid in connection
with the Form S-8 filed with the Commission on June 20, 1997, SEC
File No. 333-29615. The shares registered in connection with
such registration statement are being deregistered simultaneously
with the filing of this registration statement on Form S-8.
PRIOR REGISTRATION STATEMENT
The contents of the Registrant's registration statement on
Form S-8, SEC File No. 333-29615, are incorporated herein by
reference.
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 San Diego, and State of California on
May 19, 1998.
BOATRACS, INC.
By: /S/ MICHAEL SILVERMAN
Michael Silverman, Chairman of the
Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jon Gilbert or Michael
Silverman, or either of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection
therewith, including any and all post-effective amendments to
this registration statement, with the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:
/S/ JON GILBERT Chief Executive May 19, 1998
Jon Gilbert Officer,
President,
Director
/S/CURT McLELAND Chief Financial May 19, 1998
Curt McLeland Officer
/S/MICHAEL SILVERMAN Chairman of the May 19, 1998
Michael Silverman Board
/S/ANNETTE FRISKOPP Director May 19, 1998
Annette Friskopp
/S/ GILES BATEMAN Director May 19, 1998
Giles Bateman
/S/ LUIS MAIZEL Director May 19, 1998
Luis Maizel
/S/ MITCHELL LYNN Director May 19, 1998
Mitchell Lynn
EXHIBIT INDEX
Item
4.1 Boatracs, Inc. 1996 Stock Option Plan, as amended.
Incorporated by reference to Exhibit 10.7 to the Company's
Form SB-2, SEC File No. 333-51283.
5.1 Opinion of Solomon Ward Seidenwurm & Smith, LLP. Filed
herewith.
23.1 Consent of Deloitte & Touche. Filed herewith.
23.2 Consent of Solomon Ward Seidenwurm & Smith (see Exhibit
5.1).
Exhibit 5.1
Solomon Ward Seidenwurm & Smith Letterhead
May 19, 1997
Boatracs, Inc.
6440 Lusk Boulevard
Suite D201
San Diego, California 92121
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We are delivering this opinion and consent to you in connection
with the proposed issuance of up to 1,000,000 additional shares
of common stock, no par value (the "Plan Shares"), of Boatracs,
Inc. (the "Company"), to be issued pursuant to the Company's
1996 Stock Option Plan, as amended March 20, 1998 (the "Plan"),
and to be registered with the Securities and Exchange
Commission on Form S-8 (the "Registration Statement").
We have examined such documents and have reviewed such questions
of law as we have considered necessary and appropriate for the
purposes of this opinion and, based thereon, we advise you that,
in our opinion, the Plan Shares have been duly authorized by the
Company and, when paid for and delivered in accordance with the
terms of the Plan and the terms of the agreements evidencing the
grants of the options, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement.
Very truly yours,
/S/ SOLOMON WARD SEIDENWURM & SMITH, LLP
SOLOMON WARD SEIDENWURM & SMITH, LLP
HJP/kap
EXHIBIT 23.1
DELOITTE & TOUCHE LLP LETTERHEAD
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Boatracs, Inc. on Form S-8 of our
report dated February 20, 1998, appearing in the Annual
Report on Form 10-KSB of Boatracs, Inc. for the years ending
December 31, 1997 and December 31, 1996 and to the reference
to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
Deloitte & Touche LLP
/S/ DELOITTE & TOUCHE LLP
San Diego, California
May 19, 1998
