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As filed with the Securities and Exchange Commission on August 8, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HYTEK MICROSYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
California 94-2234140
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State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
400 Hot Springs Road
Carson City, Nevada 89706
(Address, including zip code, of Registrant's principal executive offices)
1991 STOCK OPTION PLAN
(Full title of the plan)
CHARLES S. BYRNE
Chief Executive Officer
HYTEK MICROSYSTEMS, INC.
400 Hot Springs Road
Carson City, Nevada 89706
(702) 883-0820
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
ANN YVONNE WALKER, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price Fee
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Common Stock
issuable under 1991
Stock Option Plan
100,000 $1.375/sh. $137,500 $47.41
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<FN>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus relating hereto also relates to shares registered under Form
S-8 Registration Statements Nos. 2-90789, 33-7452, 33-28848 and 33-42836.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. Based upon the average of the bid and
asked prices in non-Nasdaq over-the-counter trading on August 4, 1995.
</TABLE>
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HYTEK MICROSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Registration Statement
and into the Prospectus relating to this Registration Statement pursuant to
Rule 428 the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended April 1, 1995, filed pursuant to Section 13 of the Exchange Act.
3. The Registrant's Registration Statement on Form 8-A dated April 23,
1984, relating to its Common Stock, as amended by subsequently filed Exchange
Act reports.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities 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.
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Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). The Articles of Incorporation and the Bylaws of the Registrant provide
that the Registrant shall indemnify certain agents of the Registrant against
judgments, fines, settlements and other expenses arising from such person's
agency relationship with the Registrant provided that the standard of conduct
set forth therein is met. The effect of such provisions is to require that the
Registrant provide indemnification to such agents to the maximum extent
permitted by the California Corporations Code. Agents covered by these
indemnification provisions include current and former directors and officers of
the Registrant as well as persons who serve at the request of the Registrant as
directors, officers, employees or agents of another enterprise.
In addition, the Registrant has entered into indemnification
agreements with each of its directors and officers. The indemnification
agreements are based on the provisions of Section 317 of the California
Corporations Code and attempt to provide the directors and officers of the
Registrant with the maximum indemnification allowed under California law. In
certain instances, they may result in an expansion of the substantive protection
available to such individuals under the Articles of Incorporation and the
Bylaws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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Item 8. EXHIBITS
Footnotes appear at the end of the exhibits list.
Exhibit
NUMBER Document
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4.1 The Company hereby agrees to file, upon request of the Commission, a
copy of all instruments not otherwise filed with respect to long-term
debt of the Company or any of its subsidiaries for which the total
amount of debt authorized under such instrument does not exceed 10% of
the total assets of the Company and its subsidiaries on a consolidated
basis.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 6).
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Item 9. UNDERTAKINGS
(a) 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 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.
(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) 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 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.
(c) 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 items described in Item 6 of Part II of this
Registration Statement, 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Hytek Microsystems, Inc., a corporation organized and existing under
the laws of the State of California, 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 Carson City, State of
Nevada, on this 31st day of July, 1995.
HYTEK MICROSYSTEMS, INC.
By: /s/ Charles S. Byrne
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Charles S. Byrne, President, Chief
Executive Officer, Chief Financial
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles S. Byrne as 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 attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
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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 dates indicated.
Signature Title Date
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/s/ Charles S. Byrne
------------------------- President, Chief Executive July 31, 1995
(Charles S. Byrne) Officer and Chief Financial
Officer (Principal Executive
Officer, Principal Financial
Officer, and Principal Accounting
Officer) and Director
/s/ Robert Boschert
------------------------- Director July 31, 1995
(Robert Boschert)
/s/ Edward W. Moose
------------------------- Director July 31, 1995
(Edward W. Moose)
/s/ Edward Y. Tang Director July 31, 1995
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(Edward Y. Tang)
/s/ Shou-Chen Yih
------------------------ Director July 31, 1995
(Shou-Chen Yih)
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EXHIBIT 5.1
August 2, 1995
Hytek Microsystems, Inc.
400 Hot Springs Road
Carson City, Nevada 89706
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined (i) the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Hytek Microsystems, Inc., a California
corporation (the "Company" or "you"), with the Securities and Exchange
Commission on or about August 7, 1995 in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of 100,000
shares of your Common Stock, no par value (the "Shares"), reserved for issuance
pursuant to the Company's 1991 Stock Option Plan (the "Plan") and (ii) the
Prospectus dated August 2, 1995 that relates to the Plan and to such
Registration Statement pursuant to Rule 428(a)(1) promulgated under the Act (the
"Prospectus"). As your legal counsel, we have reviewed the actions proposed to
be taken by you in connection with the proposed sale and issuance of the Shares
by the Company under the Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance of
the Shares pursuant to the Registration Statement, the Prospectus and the Plan,
and upon completion of the actions being taken in order to permit such
transactions to be carried out in accordance with the securities laws of the
various states where required, the Shares will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, the Prospectus and any subsequent amendment thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati
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EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) and related prospectus pertaining to the 1991 Stock Option Plan of
Hytek Microsystems, Inc. of our report dated February 10, 1995, with respect to
the financial statements of Hytek Microsystems, Inc. included in its Annual
Report (Form 10-KSB) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLP
Reno, Nevada
August 2, 1995
