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As with the Securities and Exchange Commission on September 8, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Silicon Valley Research, Inc.
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(Exact name of registrant as specified in its charter)
California 94-2743735
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(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
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(Full title of the plan)
James O. Benouis
President, Chief Executive Officer
Silicon Valley Research, Inc.
6360 San Ignacio Avenue
San Jose, California 95119
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 361-0333
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.
1
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share/1/ price/1/ registration fee/1/
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Option Plan
- --------------------
Common Stock
(without par value) 2,000,000 $0.14 $280,000.00
--------- -----------
Total 2,000,000 $280,000.00 $77.85
</TABLE>
/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low prices
of the Common Stock on September 2, 1999 as reported on the OTC Bulletin Board.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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) 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.
(c) 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.
3
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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
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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.
(b) Filing incorporating subsequent Exchange Act documents by
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reference
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4
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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
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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.
5
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SIGNATURE
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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 7, 1999.
SILICON VALLEY RESEARCH, INC.
By: /s/ James O. Benouis
------------------------------------
James O. Benouis, President
and Chief Executive Officer
6
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POWER OF ATTORNEY
The officers and directors of Silicon Valley Research, Inc. whose
signatures appear below, hereby constitute and appoint James O. Benouis their
true and lawful attorney and agent, with full power of substitution, 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/James O. Benouis President, Chief Executive Officer September 7, 1999
- ------------------------------ and Director (Principal Executive
James O. Benouis Officer)
/s/Robert R. Anderson Chairman of the Board September 7, 1999
- ------------------------------
Robert R. Anderson
/s/David G. Arscott Director September 7, 1999
- ------------------------------
David G. Arscott
/s/David Knight Director September 7, 1999
- ------------------------------
David Knight
</TABLE>
7
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EXHIBIT INDEX
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
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors
23.3 Consent of Independent Accountants
24 Power of Attorney (included in signature pages to this
registration statement)
8
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EXHIBIT 5
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OPINION RE LEGALITY
September 7, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re Silicon Valley Research, Inc. Amended 1988 Stock Option Plan
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 preparation and filing of a registration statement (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended (the "Act"), 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").
We have examined such 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
of Common Stock which may be issued upon the exercise of options granted under
the Option Plan 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 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. This consent is not to be construed as
an admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of Section 7 of the Act.
This opinion is to be used only in connection with the issuance of the
Shares while the Registration Statement is in effect, and may not be used for
other purposes.
Respectfully submitted,
/s/Rosenblum, Parish & Isaacs, P.C.
ROSENBLUM, PARISH & ISAACS, P.C.
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Silicon Valley Research, Inc. on Form S-8 of our report on the consolidated
financial statements of Silicon Valley Research, Inc. and its subsidiaries dated
June 10, 1999 appearing in the Annual Report on Form 10-K of Silicon Valley
Research, Inc. for the year ended March 31, 1999.
/s/Moss Adams LLP
San Francisco, California
September 3, 1999
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EXHIBIT 23.3
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 12, 1998 relating to the
consolidated financial statements as of March 31, 1998 and for each of the two
years then ended, which appears in Silicon Valley Research, Inc.'s Annual Report
on Form 10-K for the year ended March 31, 1999.
PricewaterhouseCoopers LLP
San Jose, California
September 3, 1999
