<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1999
File No. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
PERCEPTRONICS, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 95-2577731
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21010 Erwin Street
Woodland Hills, California 91367
----------------------------------------
(Address of principal executive offices)
----------------------
STOCK COMPENSATION PLAN FOR CONSULTANTS
---------------------------------------
(Full Title of the Plan)
Gershon Weltman, Chief Executive Officer
PERCEPTRONICS, INC.
21010 Erwin Street
Woodland Hills, California 91367
Telephone (818) 884-7470
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(Name, address and telephone number of agent for service)
----------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 300,000 $0.64 (2) $192,000 $54.00
shares(1)
- -------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable as a result of future
adjustments in accordance with the terms of the plan.
(2) The offering price is calculated in accordance with Rule 457(h)(l) based
on the average of the bid and asked prices of the Common Stock on the OTC
Bulletin Board on October 12, 1999.
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<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities
and Exchange Commission are incorporated by reference as of their respective
dates and are a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended
March 31, 1999;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1999;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A and in any amendment or report filed for
the purpose of amending such description.
Additionally, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
hereto which indicates that all of the shares of the Common Stock offered
hereby have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law permits the indemnification of
officers, directors, employees and agents of the Company. The Company's
Bylaws and Indemnification Agreements between the Company and certain of its
officers and directors require the Company to indemnify such persons to the
fullest extent permitted by law. In addition, the Company's Certificate of
Incorporation provides that directors shall not be personally liable to the
Company or its stockholders for monetary damages for breach of their
fiduciary duty subject to certain exceptions as provided by law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
1
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
<TABLE>
<S> <C>
4.1 Certificate of Incorporation, as amended - Incorporated by
reference to the Company's Form 8-K/A date of event reported
April 30, 1993 (SEC file no. 0-12382).
4.2 Bylaws, as amended - Incorporated by reference to the
Company's Form 10-K for the year ended March 31, 1991
(SEC file no. 0-12382).
4.3 Stock Compensation Plan for Consultants.
5.1 Opinion of Helen W. Melman, Attorney at Law.
23.1 Consent of Beckman Kirkland & Whitney.
23.2 Consent of Helen W. Melman, Attorney at Law - Contained in
Exhibit 5.1.
24.1 Power of Attorney, contained at page 4 hereof.
</TABLE>
Item 9. UNDERTAKINGS
The Company hereby undertakes: (1) to file, during any period in
which offers or sales of the Common Stock 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 of 1933, as amended (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 that if the information required in clauses
(i) and (ii) above to be included in a post-effective amendment hereto is
contained in one or more periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") no post-effective amendment hereto shall be
required; (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; and (3) to remove from registration by
means
2
<PAGE>
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
Additionally, the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Company'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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company 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 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.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Los Angeles, State of California on
October 15, 1999.
PERCEPTRONICS, INC.
By: /S/ Dr. Gershon Weltman
-----------------------------------
Dr. Gershon Weltman
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
follows constitutes and appoints GERSHON WELTMAN and ROBERT ANDERSON, or
either of them, acting singly, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective 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 to all intents and
purposes as he might or could do in person, and hereby ratifying and
confirming all that said attorneys-in-fact 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ Dr. Gershon Weltman Chairman of the Board, October 15, 1999
- ------------------------ Chief Executive Officer
Dr. Gershon Weltman (Principal Executive
Officer)
/S/ Dr. Amos Freedy Director October 15, 1999
- ------------------------
Dr. Amos Freedy
/S/ Dr. John Lyman Director October 15, 1999
- ------------------------
Dr. John Lyman
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
/S/ Robert Parker Director October 15, 1999
- ------------------------
Robert Parker
/S/ Stanley B. Schneider Director October 15, 1999
- ------------------------
Stanley B. Schneider
/S/ Robert E. Anderson Senior Vice President- October 15, 1999
- ------------------------ Finance and Chief
Robert E. Anderson Financial Officer
(Principal Financial
and Accounting
Officer)
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
4.1 Certificate of Incorporation, as amended - Incorporated by reference
to the Company's Form 8-K/A date of event reported April 30, 1993 (SEC
file no. 0-12382)
4.2 Bylaws, as amended - Incorporated by reference to the Company's Form
10-K for the year ended March 31, 1991 (SEC file no. 0-12382).
4.3 Stock Compensation Plan for Consultants.
5.1 Opinion of Helen W. Melman, Attorney at Law.
23.1 Consent of Beckman Kirkland & Whitney.
23.2 Consent of Helen W. Melman, Attorney at Law - Contained in Exhibit 5.1.
24.1 Power of Attorney, contained at page 4 hereof.
</TABLE>
<PAGE>
EXHIBIT 4.3
PERCEPTRONICS, INC.
STOCK COMPENSATION PLAN FOR CONSULTANTS
DATED SEPTEMBER 29, 1999
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby adopts
and establishes a stock compensation plan for consultants pursuant to which
the Company may issue shares of its common stock to consultants and advisors
in payment for services rendered to the Company on the following terms and
conditions:
1. The number of shares of common stock subject to the plan shall not
exceed 300,000 shares, subject to adjustment to reflect stock splits,
combinations, recapitalizations and the like.
2. The plan shall be administered by the Board of Directors or a
Committee of two or more directors appointed by the Board. The Board or the
Committee shall from time to time, in its discretion, select the persons
eligible to receive shares under the plan, determine the amount and value of
the shares to be issued, and interpret and construe the plan. Shares issued
under the plan may be subject to such other terms and conditions, such as
vesting or performance criteria, as the Board or the Committee shall
determine. Such terms and conditions shall be set forth in an agreement
entered into between the Company and the consultant or advisor.
3. The persons who may participate in the plan and receive stock as
compensation shall be consultants or advisors of the Company who are: (i)
natural persons; (ii) provide bona fide services to the Company; and (iii)
provide services to the Company that are not in connection with the offer or
sale of securities in a capital raising transaction and do not directly or
indirectly promote or maintain a market for the Company's securities.
4. No shares may be issued pursuant to the plan to any consultant or
advisor except upon a resolution adopted by the Board or Committee stating
the value of the services rendered to the Company by such consultant or
advisor and finding that such value represents full and adequate
consideration for the shares being issued. In making such determination, the
Board or the Committee shall consider (among such other factors as it deems
relevant in light of the specific nature of the services rendered) the
contributions, responsibilities and other compensation of, and the value of
services rendered to the Company and the market value, book value or other
measure of value of the common stock. No shares of common stock may be
issued for consideration less than the par value thereof.
5. The Board of Directors may, at any time, suspend, amend, modify or
terminate the plan and may, with the consent of the participant, amend or
modify the terms and conditions of any issuances of stock under the plan.
<PAGE>
6. The plan and the issuance of shares thereunder are subject to such
additional requirements as the Board or the Committee may impose to assure,
or facilitate compliance with, all applicable federal and state laws, rules
and regulations (including, without limitation, securities laws) and to such
approvals by any regulatory or governmental agency which may be necessary or
advisable in connection therewith.
7. The plan and agreements entered into pursuant to the plan shall be
governed by and construed in accordance with the laws of the State of
Delaware.
2
<PAGE>
HELEN W. MELMAN
ATTORNEY AT LAW
815 MORAGA DRIVE
LOS ANGELES, CALIFORNIA 90049
TELEPHONE (310) 472-4191
FACSIMILE (310) 472-4091
October 15, 1999
Peceptronics, Inc.
21010 Erwin Street
Woodland Hills, California 91367
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
Perceptronics, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell up to 300,000 shares of its Common Stock, $.001 par value (the
"Shares"), in consideration for services rendered pursuant to a stock
compensation plan for consultants (the "Plan"). The Shares are being
registered on a Registration Statement on Form S-8 under the Securities Act
of 1933, as amended (the "Act"), to be filed with the Securities and Exchange
Commission.
In connection with rendering the opinion hereinafter expressed, I have
examined originals, certified copies or other copies identified to my
satisfaction of the following documents and instruments:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date; and
3. Minutes of meetings or written consents of the Board Directors of
the Company.
EXHIBIT 5.1
<PAGE>
HELEN W. MELMAN
October 15, 1999
Perceptronics, Inc.
Page 2
I have obtained from public officials and from officers of the Company
and examined originals or copies, identified to my satisfaction, of such
other certificates, agreements and other assurances as I consider necessary
for the purpose of rendering the opinion hereinafter expressed.
I have additionally consulted with officers and representatives of the
Company and have obtained such representations with respect to matters of
fact as I deem necessary or advisable. I have not necessarily independently
verified the content of the factual statements made to me in connection
therewith, nor the veracity of such representations, but I have no reason to
doubt their truth or accuracy.
Based on the foregoing, it is my opinion that the Shares, when issued,
sold and paid for in accordance with the terms of the Plan, will be duly and
validly issued, fully paid and non-assessable.
I hereby consent to this opinion being filed as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
/S/ Helen W. Melman
HELEN W. MELMAN
HWM:jw
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Perceptronics, Inc. pertaining to a stock compensation plan for
consultants of our report dated June 3, 1999, with respect to the
consolidated financial statements of Perceptronics, Inc. included in its
Annual Report (Form 10-KSB) for the year ended March 31, 1999, filed with the
Securities and Exchange Commission.
/S/ BECKMAN KIRKLAND & WHITNEY
Agoura Hills, California
October 13, 1999
EXHIBIT 23.1
