As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Advanced Remote Communication Solutions, Inc.
(formerly 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)
10675 Sorrento Valley Road, Suite 200,
San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
Advanced Remote Communication Solutions, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
Michael Silverman, Chairman of the Board
Advanced Remote Communication Solutions, Inc.
10675 Sorrento Valley Road, Suite 200
San Diego, California 92121
(Name and Address of Agent For Service)
858-450-7600
(Telephone Number, Including Area Code of Agent For Service)
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- -----------------------
Proposed maximum Proposed maximum
Title of securities to offering price per aggregate offering
be registered Amount to be share(1) price(1) Amount of
Registered registration fee
------------------------- ---------------------- ----------------------- ---
Common Stock, no par 2,000,000 shares $1.5625 $3,125,000 $868.75
value
------------------------- ---------------------- ----------------------- ---
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
of the registration fee is based on a price per share of $1.5625, which
was the average of the bid and asked price of the Common Stock on August
2, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement is filed in accordance with the provisions of
General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the Advanced Remote
Communication Solutions, Inc. 1996 Stock Option Plan, for which registration
statements on Form S-8 (File Nos. 333-80765, 333-01817 and 333-53141) are
already effective. Except to the extent of the exhibits that are filed herewith,
the contents of Boatracs, Inc.'s registration statement on Form S-8 (File No.
333-01817) are hereby incorporated by reference.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the Company.
Incorporated by reference to the Exhibit 3.1 to the Company's Current
Report on Form 8-K dated January 12, 1995.
4.2 Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2
to the Company's Current Report on Form 8-K dated January 12, 1995.
4.3 Amendment of the Bylaws, Article III, Section 2. Incorporated by
reference to Exhibit 3 to the Company's
Form 10-QSB filed with the SEC on May 14, 1996.
4.4 Certificate of Amendment and Restatement of Articles of Incorporation.
Incorporated by reference to Exhibit 3.4 to the Company's Form 10-QSB
filed with the SEC on August 16, 1999.
4.5 Advanced Remote Communication Solutions, Inc. 1996 Stock Option
Plan (as amended March 24 1997, March 20, 1998, May 11, 1999 and
May 23, 2000).
4.6 Certificate of Amendment of Amended and Restated Articles of
Incorporation of Advanced Remote Communication Solutions, Inc.
5.1 Opinion of Solomon Ward Seidenwurm & Smith, LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Solomon Ward Seidenwurm & Smith, LLP (included in Exhibit 5.1).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 August 3, 2000.
ADVANCED REMOTE COMMUNICATION
SOLUTIONS, INC.
By: /s/ MICHAEL L. SILVERMAN
Michael L. Silverman, Chairman of the Board
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Michael L. Silverman and Dean B. Kernus, 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, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, 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 below by the following persons in the capacities and
on the dates indicated:
/s/ MICHAEL L. SILVERMAN Chairman of the Board, August 3, 2000
------------------------
Michael L. Silverman President, Chief Executive
Officer
/s/ DEAN B. KERNUS Chief Financial Officer August 3, 2000
------------------
Dean B. Kernus
August 3, 2000
/s/ JON S. GILBERT Director
Jon S. Gilbert
/s/ THOMAS BERNARD Director August 3, 2000
Thomas Bernard
/s/ GILES H. BATEMAN Director August 3, 2000
--------------------
Giles H. Bateman
/s/ MITCHELL G. LYNN Director August 3, 2000
--------------------
Mitchell G. Lynn
/s/ JOHN MAJOR Director August 3, 2000
John Major
/s/ SCOTT T. BODEN Director August 3, 2000
------------------
Scott T. Boden
/s/ MOHAMMED G. ABUTALEB Director August 3, 2000
-------------------------
Mohammed G. Abutaleb
<PAGE>
EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation of the Company.
Incorporated by reference to the Exhibit 3.1 to the Company's Current
Report on Form 8-K dated January 12, 1995.
4.2 Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2
to the Company's Current Report on Form 8-K dated January 12, 1995.
4.3 Amendment of the Bylaws, Article III, Section 2. Incorporated by
reference to Exhibit 3 to the Company's
Form 10-QSB filed with the SEC on May 14, 1996.
4.4 Certificate of Amendment and Restatement of Articles of Incorporation.
Incorporated by reference to Exhibit 3.4 to the Company `s Form 10-QSB
filed with the SEC on August 16, 1999.
4.5 Advanced Remote Communication Solutions, Inc. 1996 Stock Option Pla
(as amended March 24, 1997, March 20, 1998, May 11, 1999 and
May 23, 2000).
4.6 Certificate of Amendment of Amended and Restated Articles of
Incorporation of Advanced Remote Communication Solutions, Inc.
5.1 Opinion of Solomon Ward Seidenwurm & Smith, LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Solomon Ward Seidenwurm & Smith, LLP (included in
Exhibit 5.1).
