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Registration No.______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILICON VALLEY RESEARCH, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2743735
- ---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
6360 SAN IGNACIO AVENUE
SAN JOSE, CALIFORNIA 95119
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(Address of principal executive offices) (Zip code)
SILICON VALLEY RESEARCH, INC.
AMENDED 1988 STOCK OPTION PLAN,
SILICON VALLEY RESEARCH, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN AND
SILICON VALLEY RESEARCH, INC.
AMENDED 1990 DIRECTORS' STOCK OPTION PLAN
-----------------------------------------
(Full title of the plan)
ROBERT R. ANDERSON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
SILICON VALLEY RESEARCH, INC.
6360 SAN IGNACIO AVENUE
SAN JOSE, CALIFORNIA 95119
---------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 361-0333
This registration statement, including all exhibits and attachments, contains 11
pages. The exhibit index may be found on page 8 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share(1) price(1) registration fee(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stock Option Plan
Common Stock (without par
value) 359,675 $.9405 $338,274.00
Common Stock
(without par 1,640,325 $1.0313 $1,691,667.00
value)
Employee Stock Purchase Plan
Common Stock
(without par value) 300,000 $.8766 $262,980.00
Directors Stock
Option Plan
Common Stock
(without par
value) 100,000 $1.0313 $103,130.00
--------- -------------
Total 2,400,000 $2,396,051.00 $726.00
</TABLE>
(1)Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the Stock Option Plan, the price is computed on the basis of the exercise
price. As to the remaining shares, the price is based upon the average of the
high and low prices of the Common Stock as reported by the Nasdaq National
Market on September 16, 1997. As to shares issuable pursuant to the Employee
Stock Purchase Plan, which establishes a purchase price equal to 85% of the fair
market value of the Company's common stock, the price for such shares is 85% of
the average price determined in accordance with the preceding sentence.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Silicon Valley Research, Inc. (the "Company") hereby
incorporates by reference in this registration statement the following
documents:
(a) The Company's latest annual report on Form 10-K, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year.
(b) Current Report on Form 8-K filed on September 18, 1997.
(c) 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 document
referred to in (a) above.
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Articles of Incorporation and Bylaws provide
that the Company shall indemnify its directors, officers, employees and agents
to the full extent permitted by California law, including in circumstances in
which indemnification is otherwise discretionary under California law. In
addition, the Company has entered into separate indemnification agreements with
its directors and officers which would require the Company, among other things,
to indemnify them against certain liabilities which may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified and to maintain
directors' and officers' liability insurance, if available on reasonable terms.
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These indemnification provisions may be sufficiently broad to
permit indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(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)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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.
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(b) Filing incorporating subsequent Exchange Act documents by
reference
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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURE
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 San Jose, State of California, on September 19, 1997.
SILICON VALLEY RESEARCH, INC.
By: /s/ Robert R. Anderson
----------------------------------------
Robert R. Anderson, Chairman and Chief
Executive Officer
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POWER OF ATTORNEY
The officers and directors of Silicon Valley Research, Inc. whose
signatures appear below, hereby constitute and appoint Robert R. Anderson and
Laurence G. Colegate, Jr., and each of them, their true and lawful attorneys and
agents, with full power of substitution, each with power to act alone, to sign
and execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Robert R. Anderson Chairman and Chief Executive Officer September 19, 1997
- ---------------------------------- (Principal Executive Officer)
Robert R. Anderson
/s/Laurence G. Colegate, Jr. Chief Financial Officer and Senior Vice September 19, 1997
- ---------------------------------- President, Finance and Administration
Laurence G. Colegate, Jr. (Principal Financial and Accounting
Officer)
/s/Benjamin Huberman Director September 19, 1997
- ----------------------------------
Benjamin Huberman
/s/Roy L. Rogers Director September 19, 1997
- ----------------------------------
Roy L. Rogers
/s/Thomas Sherby Director September 19, 1997
- ----------------------------------
Thomas Sherby
</TABLE>
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EXHIBIT INDEX
Sequentially
Numbered Page
4.1 Articles of Incorporation of the Company are --
incorporated by reference to Exhibit 4.03 to the
Company's Registration Statement on Form S-8
filed with the Securities and Exchange
Commission effective October 17, 1994
4.2 Bylaws of the Company are incorporated by --
reference to Exhibit 4.04 to the Company's
Registration Statement on Form S-8 filed with
the Securities and Exchange Commission effective
August 12, 1993 (File No. 33-67304)
5 Opinion re legality 9
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Price Waterhouse LLP 10
23.3 Consent of Coopers & Lybrand L.L.P. 11
24 Power of Attorney (included in signature pages --
to this registration statement)
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EXHIBIT 5
OPINION RE LEGALITY
September 19, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE SILICON VALLEY RESEARCH, INC. AMENDED 1988 STOCK OPTION PLAN,
SILICON VALLEY RESEARCH, INC. 1993 EMPLOYEE STOCK PURCHASE PLAN AND
SILICON VALLEY RESEARCH, INC. AMENDED 1990 DIRECTORS' STOCK OPTION
PLAN - REGISTRATION STATEMENT ON
FORM S-8
Ladies and Gentlemen:
As legal counsel for Silicon Valley Research, Inc., a California
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of up to
2,000,000 shares of the Company's Common Stock, without par value, which may be
issued pursuant to the exercise of options granted under the Silicon Valley
Research, Inc. Amended 1988 Stock Option Plan (the "Option Plan"), 300,000 such
shares which may be issued pursuant to the exercise of purchase rights granted
under the Silicon Valley Research, Inc. 1993 Employee Stock Purchase Plan (the
"Purchase Plan") and 100,000 such shares which may be issued pursuant to the
exercise of options granted under the Silicon Valley Research, Inc. Amended 1990
Directors' Stock Option Plan (the "Directors Plan").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California and the federal law of the United States.
Based on such examination, we are of the opinion that the 2,000,000
shares, 300,000 shares and 100,000 shares of Common Stock which may be issued
upon the exercise of options granted under the Option Plan, exercise of purchase
rights granted under the Purchase Plan and exercise of options granted under the
Directors Plan, respectively, are duly authorized shares of the Company's Common
Stock, and, when issued against payment of the purchase price therefor in
accordance with the provisions of the Option Plan, the Purchase Plan or the
Directors Plan, as the case may be, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 27, 1997, except for the second
paragraph of Note 1 and the third paragraph of Note 6 which are as of September
17, 1997, which appears on page 2 of Exhibit 99.1 of Silicon Valley Research,
Inc.'s Current Report on Form 8-K dated September 18, 1997.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Jose, California
September 18, 1997
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EXHIBIT 23.3
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated May 23, 1995, on our audit of the consolidated
financial statements and financial statement schedule of Silicon Valley
Research, Inc. for the year ended March 31, 1995 appearing on page 3 of Exhibit
99.1 of Silicon Valley Research, Inc.'s Form 8-K dated September 17, 1997.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
San Jose, California
September 17, 1997
11
