As filed with the Securities and Exchange Commission on February 16, 1995
Registration No. 33-89468
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ILC TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 94-1655721
(State of Incorporation) (I.R.S. Employer Identification No.)
399 Java Drive, Sunnyvale, California 94089
(Address of Principal Executive Office Including Zip Code)
Henry C. Baumgartner
President and Chief Executive Officer
ILC Technology, Inc.
399 Java Drive
Sunnyvale, CA 94089
(Name and address of agent for service)
(408) 745-7900
(Telephone number, including area code, of agent for service)
Copy to:
KATHERINE T. TALLMAN
FENWICK & WEST
Two Palo Alto Square
Palo Alto, CA 94306
Approximate date of commencement of proposed sale to the public: Sales are
expected to take place from time to time after the effective date of this
Registration Statement. The only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check
the following box.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered = Common Stock 68,492
Amount to be Registered(1) = 68,492
Proposed Maximum Offering Price Per Unit(2) = 9.3125
Proposed Maximum Aggregate Offering Prece = 637,831.75
Amount of Registration Fee(3) = 219.94
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to shares registered under Form
S-3 Registration Statements Nos. 33-59904 and 33-75226.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 and based upon
the average of the high and low sales prices of the Common Stock of ILC
Technology, Inc. as reported on the Nasdaq National Market on February 13,
1995, a date within five business days of this Registration Statement.
(3) Paid with original filing on February 16, 1995.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
ILC TECHNOLOGY, INC.
399 Java Drive
Sunnyvale, California 94089
(408) 745-7900
---------------------------
212,157 Shares of Common Stock
The shares of common stock, no par value ("Common Stock"), of ILC
Technology, Inc. (the "Company") covered by this Prospectus are being offered
for the account of certain shareholders of the Company (the "Selling
Shareholders"). See "Selling Shareholders." All of the shares offered hereunder
are to be sold by the Selling Shareholders. The Company will not receive any of
the proceeds from the sale of the shares of Common Stock by the Selling
Shareholders.
The Selling Shareholders have advised the Company that they propose to sell
the shares of Common Stock covered by this Prospectus from time to time, in the
over-the-counter market in ordinary brokerage transactions, in negotiated
transactions, under Rule 144, or otherwise, at market prices prevailing at the
time of sale or negotiated prices.
The Common Stock of the Company is traded in the over-the-counter
market and is included in the Nasd National Market under the symbol ILCT. The
last reported sale price of the Common Stock on February 13, 1995 was $9 1/8, as
reported by the Nasdaq National Market.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------
The date of this Prospectus is June 30, 1995.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus in connection with the offering made hereby, and if given or made,
such other information or representations must not be relied upon as having been
authorized by the company or by any of the selling shareholders. This prospectus
does not constitute an offer to sell or the solicitation of an offer to buy any
security other than the securities covered by this prospectus, nor does it
constitute an offer to sell or solicitation of an offer to buy any security in
any jurisdiction in which such offer or solicitation is not authorized, or in
which the person making such offer or solicitation is not qualified to do so, or
to any person to whom it is unlawful to make such offer or solicitation. Neither
the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, imply that information herein is correct as of any date
subsequent to the date hereof.
THE COMPANY
ILC Technology, Inc. (the "Company"), was incorporated in California in
1967. Its principal manufacturing and executive facilities are located at 399
Java Drive, Sunnyvale, California 94089. The Company's telephone number at that
location is (408) 745-7900.
The Company develops, manufactures and distributes replaceable high
performance light source products for the medical, industrial, military,
aerospace and entertainment industries.
The Common Stock of the Company is traded in the over-the-counter market
and is on the Nasdaq National Market under the symbol ILCT.
AVAILABLE INFORMATION
ILC Technology, Inc. has filed with the Securities and Exchange Commission
(the "Commission"), a Registration Statement under the Securities Act of 1933,
as amended (the "Act"), with respect to the securities offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Additional information
concerning the securities offered hereby is to be found in the Registration
Statement, including various exhibits thereto, which may be inspected and
copied, at prescribed rates, at the Commission's office at 450 Fifth Street,
N.W., Washington, D.C. 20549.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information may be
inspected and copied, at prescribed rates, at the Public Reference Section of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's New York Regional Office at 7 World Trade Center, 13th
Floor, New York, NY 10048 and Chicago Regional Office at 500 West Madison
Street, Suite 1400, Chicago, IL 60661. Copies of such material may be obtained
at prescribed rates by writing to the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with the requirements of the Exchange Act, the Company
periodically files certain reports, proxy statements and other information with
the Commission. The following documents filed with the Commission are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended October 1,
1994, as amended by Form 10-K/A filed June 30, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994;,
3. The Company's Quarterly Report on Form 10-Q for the quarter ended April 1,
1995, as amended by Form 10-Q/A filed June 23, 1995;
4. The Company's Proxy Statement dated December 27, 1994 in connection with
the annual meeting of shareholders held on February 8, 1995;
5. The description of the Common Stock contained in a Registration Statement
on Form 8-A filed November 25, 1983, as amended by Form 8 filed February
3, 1987; and
6. The description of the Company's Rights which is contained in a
Registration Statement on Form 8-A filed October 2, 1989.
All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of
the Exchange Act after the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Upon request, the Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, a copy of any and all of the
information that has been or may be incorporated by reference into this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Requests should be directed to Ronald E. Fredianelli, Chief
Financial Officer and Secretary, ILC Technology, Inc., 399 Java Drive,
Sunnyvale, California 94089. The Company's telephone number at that location is
(408) 745-7900.
SELLING SHAREHOLDERS
The following table shows the name of each Selling Shareholder, the number
of shares of the Company's Common Stock beneficially owned by each of them as of
January 10, 1995, the number of those shares covered by this Prospectus, and the
number and percentage of shares to be owned by each of them after the offering,
assuming that all shares offered hereby are sold:
<TABLE>
Shares Beneficially
Owned After Offering
Shares Shares Covered
Selling Beneficially By This
Shareholder Owned Prospectus Number Percentage
<S> <C> <C> <C> <C>
William F. O'Brien 128,688(1) 123,938 4,750(1) .10%
Dean A. MacFarland 92,969(1) 88,219 4,750(1) .10%
TOTAL 221,657 212,157
</TABLE>
(1) Includes 4,750 shares subject to outstanding options exercisable on or
before March 12, 1994.
As of January 10, 1995, the Company had 4,533,211 shares of Common Stock
outstanding.
The Selling Shareholders are the former shareholders of Converter Power,
Inc., a Massachusetts corporation ("CPI"). Effective January 29, 1993, CPI was
merged into a wholly-owned subsidiary of the Company and the outstanding shares
of CPI stock were exchanged for an aggregate of 273, 973 shares of the Company's
Common Stock. CPI is now a wholly-owned subsidiary of the Company.
William F. O'Brien is employed by the Company as the President of CPI and
Dean A. MacFarland is employed by the Company as the Vice President-Engineering
of CPI. Mr. O'Brien and Mr. MacFarland are also the directors of CPI. Prior to
the Company's acquisition of CPI, William F. O'Brien was the President,
Treasurer and a director of CPI and Dean A. MacFarland was an employee of CPI.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
by the Selling Shareholders.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Shareholders. The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market, or otherwise at prices and at terms then prevailing or at prices related
to the then current market price, or in negotiated transactions. The shares may
be sold by one or more of the following: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by the broker-dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; and (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
The Company has been advised by the Selling Shareholders that they have not, as
of the date hereof, entered into any arrangement with a broker-dealer for the
sale of shares through a block trade, special offering or secondary distribution
of a purchase by a broker-dealer. In effecting sales, broker-dealers engaged by
the Selling Shareholders may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or discounts form the Selling
Shareholders in amounts to be negotiated immediately prior to the sale.
In offering the shares, the Selling Shareholders and any broker-dealers and
any other participating broker-dealers who execute sales for the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the Act in
connection with such sales, and any profits realized by the Selling Shareholders
and the compensation of such broker-dealer may be deemed to be underwriting
discounts and commission. In addition, any shares covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus. The first date upon which any of the shares
covered by this Prospectus may be sold under Rule 144 is January 29, 1995,
subject to compliance with the other applicable provisions of Rule 144.
The Selling Shareholders have advised the Company that during such time as
they may be engaged in a distribution of Common Stock included herein they will
comply with Rules 10b-6 and 10b-7 under the Exchange Act and, in connection
therewith, the Selling Shareholders have agreed not to engage in any
stabilization activity in connection with any securities of the Company, to
furnish to each broker-dealer through which Common Stock included herein may be
offered copies of this Prospectus, and not to bid for or purchase any securities
of the Company or attempt to induce any person to purchase any securities of the
Company except as permitted under the Exchange Act. The Selling Shareholders
have also agreed to inform the Company and broker-dealers through whom sales may
be made hereunder when the distribution of the shares is completed.
Rule 10b-6 under the Exchange Act prohibits participants in a distribution
from bidding for or purchasing, for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Rule 10b-7 under the Exchange Act governs bids and purchases made
to stabilize the price of a security in connection with a distribution of the
security.
This offering will terminate on the earlier of (a) the date that is one
month after each Selling Shareholder may legally sell all of the shares of
Common Stock exchanged for CPI stock in one block under Rule 144, or (b) the
date on which all shares offered hereby have been sold by the Selling
Shareholders. There can be no assurance that any of the Selling Shareholders
will sell any or all of the shares of Common Stock offered hereunder.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The Company will bear no expenses in connection with any sales or other
distributions by the Selling Shareholders of the shares being registered other
than the expenses of preparation and distribution of this Registration Statement
and the Prospectus included in this Registration Statement. Such expenses are
set forth in the following table. All of the amounts shown are estimates except
the Securities and Exchange Commission registration fee.
Securities and Exchange Commission
registration fee $219.94
Accounting fees and expenses 2,500.*
Printing 100.*
Legal fees and expenses 7,000.*
Miscellaneous expenses 500.*
Total $10,319.94
*All fees and expenses other than the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers
The Registrant has adopted provisions in its Restated Articles of
Incorporation (see Exhibit 3.1 hereto) that limit the liability of its
directors. As permitted by the California General Corporation Law, directors
will not be liable to the Registrant for monetary damages arising from a breach
of their fiduciary duty as directors, including such conduct during a merger or
tender offer, in certain circumstances. Such limitation does not affect
liability for any breach of a director's duty to the Registrant or its
shareholders (i) with respect to approval by the director of any transaction
from which he derives an improper personal benefit, (ii) with respect to acts or
omissions involving an absence of good faith, that he believes to be contrary to
the best interests of the Registrant or its shareholders, that involve
intentional misconduct or a knowing and culpable violation of law, that
constitute an unexcused pattern of inattention that amounts to an abdication of
his duty to the Registrant or its shareholders, or that show a reckless
disregard for his duty to the Registrant or its shareholders in circumstances in
which he was, or should have been, aware, in the ordinary course of performing
his duties, of a risk of serious injury to the Registrant or its shareholders,
or (iii) based on transactions between the Registrant and its directors or
another corporation with interrelated directors or on improper distributions,
loans or guarantees under applicable sections of the California General
Corporation Law. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Registrant's Bylaws as amended (see Exhibit 3.2 hereto) provide that the
Registrant shall indemnify its directors and executive officers to the full
extent permitted by California law, including circumstances in which
indemnification is otherwise discretionary under the California law. The
Registrant has entered into separate indemnification agreements with each of its
directors and executive officers, which may require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (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 obtain directors' and officers' insurance if available on
reasonable terms. In addition, the Company has director and officer liability
insurance.
<PAGE>
Item 16. Exhibits
(a)Exhibits
Exhibit
Number Description
3.1 (A) Restated Articles of Incorporation of ILC Technology, Inc. as
filed in the Office of the California Secretary of State on March
8, 1991
3.2 (A) Amended and Restated Bylaws of ILC Technology, Inc. as adopted
February 8, 1989
4.1 (C) Certificate evidencing shares of Common Stock without par value,
ILC Technology, Inc.
4.2 (B) Rights Agreement between ILC Technology, Inc. and Security Pacific
National Bank dated as of September 29, 1989
5.1 * Opinion of Fenwick & West
10.1 (F) ILC Technology, Inc. 1983 Employee Incentive and Nonstatutory
Stock Option Plan, as amended, and related form of Stock Option
Agreement
10.2 (D) Employment Agreement between ILC Technology, Inc. and Richard E.
DuNah dated July 1, 1992
10.3 (F) ILC Technology, Inc. 1992 Stock Option Plan, as amended, and
related form of Option Agreement
10.4 (D) Form of Officer and Director Indemnification Agreement
10.5 (G) Credit Agreement dated February 16, 1994, as amended June
20, 1994, by and between Union Bank and ILC Technology, Inc.
10.6 (F) Purchase and Sale Agreement dated August 19, 1993, by and
between Cambridge Investors I Limited Partnership and ILC
Technology, Inc.
10.7 (F) Standard Industrial/Commercial Single-Tenant Lease between ILC
Technology, Inc. and John Gary Taylor, dated December 29, 1992
(720 Portal Street, Cotati, California)
10.8 (E) Agreement and Plan of Reorganization among ILC Technology,
Inc., ILC Acquisitions, Inc., Converter Power, Inc., and the
shareholders of Converter Power, Inc., dated January 29, 1993
10.9 (E) Employment Agreement between ILC Technology, Inc. and William F.
O'Brien dated January 29, 1993
10.10 (E) Employment Agreement between ILC Technology, Inc. and Dean A.
MacFarlnd dated January 29, 1993
10.11 (G) Purchase and Sale Agreement dated June 24, 1994, by and between
UCB Bank PLC and Q-Arc, Limited, relating to property on
the south side of Saxon Way, Bar Hill, Cambridge, England.
10.12 (G) Asset Purchase Agreement dated September 16, 1994, by and between
ILC Technology, Inc. and UVP, Inc.
21.1 (G) Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP
23.2 * Consent of Fenwick & West (included in Exhibit 5.1)
24.1 * Power of Attorney
(A) Incorporated by reference from the Exhibits to Registrant's
Annual Report on Form 10-K for the fiscal year ended September
28, 1991.
(B) Incorporated by reference from the exhibits to Registrant's
Current Report on Form 8-K dated September 19, 1989.
(C) Incorporated by reference from the Exhibits to Registrant's
Annual Report on Form 10-K for the fiscal year ended September
30, 1988.
(D) Incorporated by reference from the Exhibits to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 3,
1992.
(E) Incorporated by reference from the Exhibits to Registrant's
Registration Statement on Form S-3, as amended (File No.
33-59904), effective May 19, 1993.
(F) Incorporated by reference from the Exhibits to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 2,
1993.
(G) Incorporated by reference from the Exhibits to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 1,
1994.
* Previously filed with original filing on February 16, 1995.
Item 17. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or event 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 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) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director,
officer, or controlling person of 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,
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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California on June 30,
1995.
ILC TECHNOLOGY, INC.
By: /s/ Ronald E. Fredianelli
Ronald E. Fredianelli,
Chief Financial Officer
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
/s/ Wirt D. Walker, III* Chairman of the Board June 30, 1995
Wirt D. Walker, III (Director)
/s/ Henry C. Baumgartner* President, Chief June 30, 1995
Henry C. Baumgartner Executive Officer and a
Director (Principal Executive
Officer and Director)
/s/ Ronald E. Fredianelli Chief Financial Officer June 30, 1995
Ronald E. Fredianelli and Secretary
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Richard D. Capra* Director June 30, 1995
Richard D. Capra
/s/ Harrison H. Augur* Director June 30, 1995
Harrison H. Augur
/s/ Arthur L. Schawlow* Director June 30, 1995
Arthur L. Schawlow
/s/ Ronald E. Fredianelli June 30, 1995
Ronald E. Fredianelli
Attorney-in-Fact
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated November 3, 1994
included in ILC Technology, Inc.'s Form 10-K for the year ended October 1, 1994.
ARTHUR ANDERSEN LLP
San Jose, California
June 29, 1995
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
3.1 (A) Restated Articles of Incorporation of ILC Technology, Inc. as filed
in the Office of the California Secretary of State on March 8, 1991
3.2 (A) Amended and Restated Bylaws of ILC Technology, Inc. as adopted
February 8, 1989
4.1 (C) Certificate evidencing shares of Common Stock without par value,
ILC Technology, Inc.
4.2 (B) Rights Agreement between ILC Technology, Inc. and Security Pacific
National Bank dated as of September 29, 1989
5.1 * Opinion of Fenwick & West
10.1 (F) ILC Technology, Inc. 1983 Employee Incentive and Nonstatutory Stock
Option Plan, as amended, and related form of Stock Option Agreement
10.2 (D) Employment Agreement between ILC Technology, Inc. and Richard E.
DuNah dated July 1, 1992
10.3 (F) ILC Technology, Inc. 1992 Stock Option Plan, as amended, and related
form of Option Agreement
10.4 (D) Form of Officer and Director Indemnification Agreement
10.5 (G) Credit Agreement dated February 16, 1994, as amended June 20,
1994, by and between Union Bank and ILC Technology, Inc.
10.6 (F) Purchase and Sale Agreement dated August 19, 1993, by and between
Cambridge Investors I Limited Partnership and ILC Technology, Inc.
10.7 (F) Standard Industrial/Commercial Single-Tenant Lease between ILC
Technology, Inc. and John Gary Taylor, dated December 29, 1992
(720 Portal Street, Cotati, California)
10.8 (E) Agreement and Plan of Reorganization among ILC Technology, Inc.,
ILC Acquisitions, Inc., Converter Power, Inc., and the shareholders
of Converter Power, Inc., dated January 29, 1993
10.9 (E) Employment Agreement between ILC Technology, Inc. and William F.
O'Brien dated January 29, 1993
10.10(E) Employment agreement between ILC Technology, Inc. and Dean A.
MacFarland dated January 29, 1993
10.11(G) Purchase and Sale Agreement dated June 24, 1994, by and between UCB
Bank PLC and Q-Arc, Limited, relating to property on the south side
of Saxon Way, Bar Hill, Cambridge, England
10.12(G) Asset Purchase Agreement dated September 16, 1994, by and between ILC
Technology, Inc. and UVP, Inc.
21.1 (F) Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP
23.2 * Consent of Fenwick & West (included in Exhibit 5.1)
24.1 * Power of Attorney
- -------------------------------------------------------------------------------
(A) Incorporated by reference from the Exhibits to Registrant's Annual Report
on Form 10-K for the fiscal year ended September 28, 1991.
(B) Incorporated by reference from the Exhibits to Registrant's Current Report
on Form 8-K dated September 19, 1989.
(C) Incorporated by reference from the Exhibits to Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1988.
(D) Incorporated by reference from the Exhibits to Registrant's Annual Report
on Form 10-K for the fiscal year ended October 3, 1992.
(E) Incorporated by reference from the Exhibits to Registrant's Registration
Statement on Form S-3, as amended (File No. 33-59904), effective May 19,
1993.
(F) Incorporated by reference from the Exhibits to Registrant's Annual Report
on Form 10-K for the fiscal year ended October 2, 1993.
(G) Incorporated by reference from the Exhibits to Registrant's Annual Report
on Form 10-K for the fiscal year ended October 1, 1994.
* Previously filed with original filing on February 16, 1995.
