As filed with the Securities and Exchange Commission on May 28, 1997
Registration No. 333-
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
(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
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount Proposed Proposed Amount of
be Registered to be Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Offering
Per Share Price
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Common Stock
issuable under 1991
Stock Option Plan 100,000 sh. $ 1.59/sh. $159,000.00 $48.18
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(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 May 27, 1997.
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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 28, 1996, 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 March 29, 1997, 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.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
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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.
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4.2* Amended and Restated Articles of Incorporation filed February 10, 1983.
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4.3** Certificate of Amendment of Articles of Incorporation filed June 28,1988.
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5.1 Opinion of counsel as to legality of securities being registered.
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23.1 Consent of Ernst & Young, Independent Auditors.
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23.2 Consent of Counsel (contained in Exhibit 5.1).
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24.1 Power of Attorney (see page 6).
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* Incorporated by reference to Exhibit filed with the Registration Statement
on Form S-1 (File No. 2-82140).
** Incorporated by reference to Exhibit filed with the Quarterly Report on
Form 10-Q for the quarter ended July 2, 1988.
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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.
(h) 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 provisions 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
20th day of May, 1997.
HYTEK MICROSYSTEMS, INC.
By: /s/ Charles S. Byrne
-------------------------
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 May 20, 1997
(Charles S. Byrne) Officer and Chief Financial
Officer (Principal Executive
Officer, Principal Financial
Officer, and Principal Accounting
Officer) and Director
/s/ Robert Boschert Director May 20, 1997
(Robert Boschert)
/s/ Edward W. Moose Director May 20, 1997
(Edward W. Moose)
/s/ Edward Y. Tang Director May 20, 1997
(Edward Y. Tang)
/s/ Shou-Chen Yih Director May 20, 1997
(Shou-Chen Yih)
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HYTEK MICROSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
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. --
4.2* Amended and Restated Articles of Incorporation filed February 10, 1983. --
4.3**Certificate of Amendment of Articles of Incorporation filed June 28,
1988. --
5.1 Opinion of counsel as to legality of securities being registered. 9
23.1 Consent of Independent Auditors 10
24.2 Consent of Counsel (contained in Exhibit 5.1) 9
25.1 Power of Attorney (see page 6) 6
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* Incorporated by reference to Exhibit filed with the Registration
Statement on Form S-1 (File No. 2-82140).
** Incorporated by reference to Exhibit filed with the Quarterly
Report on Form 10-Q for the quarter ended July 2, 1988.
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EXHIBIT 5.1
May 20, 1997
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 May 20, 1997 in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of an
additional 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 May 20, 1997 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
taken and 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,
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 23.1
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 7, 1997, with respect to
the financial statements of Hytek Microsystems, Inc. included in its Annual
Report on Form 10-KSB for the year ended December 28, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
Reno, Nevada
May 23, 1997
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