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As filed with the Securities and Exchange Commission on January 29, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________
PLANAR SYSTEMS, INC.
(Exact name of registrant as specified in charter)
OREGON 93-0835396
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
________________________
1400 N.W. COMPTON DRIVE, BEAVERTON, OREGON 97006; (503) 690-1100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
________________________
PLANAR SYSTEMS, INC. 1996 STOCK INCENTIVE PLAN
________________________
JAMES M. HURD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PLANAR SYSTEMS, INC.
1400 N.W. COMPTON DRIVE, BEAVERTON, OREGON 97006
(503) 690-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________
with copies to:
GREGORY E. STRUXNESS, ESQ.
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
(503) 226-1191
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities to Amount to be Proposed Maximum Offering Price Proposed Maximum Aggregate Amount of
be Registered Registered per Share (2) Offering Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no 1,200,000
par value per share(1) shares $12.00 $14,400,000 $4,248.00
====================================================================================================================================
</TABLE>
(1) Including associated Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Preferred Stock Purchase Rights will not
be evidenced or traded separately from the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee.
================================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement:
a. Annual Report on Form 10-K of Planar Systems, Inc. (the
"Company") for the fiscal year ended September 26, 1997 filed with the
Securities and Exchange Commission (the "SEC") on December 22, 1997 and Current
Report on Form 8-K filed with the SEC on October 10, 1997.
b. Registration Statement on Form 8-A of the Company filed with the
SEC on December 6, 1993.
c. All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this Registration Statement and before the
date of filing of a post-effective amendment to this Registration Statement
stating that all securities offered have been sold or which deregisters all
securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein. Pursuant to Section 60.047(2)(d) of the OBCA,
Article IX of the Company's Second Restated Articles of Incorporation (the
"Articles") eliminates the personal liability of the Company's directors to the
Company or its shareholders, except for any liability related to breach of the
duty of loyalty, actions not in good faith and certain other liabilities. The
Articles require the Company to indemnify its directors and officers to the
fullest extent not prohibited by law.
Section 60.387, et seq., of the OBCA allows corporations to indemnify their
directors and officers against liability where the director or officer has acted
in good faith and with a reasonable belief that actions taken were in the best
interests of the corporation or at least not adverse to the corporation's best
interests and, if in a criminal proceeding, the individual had
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no reasonable cause to believe the conduct in question was unlawful. Under the
OBCA, corporations may not indemnify against liability in connection with a
claim by or in the right of the corporation in which the director or officer was
adjudged liable to the corporation, but may indemnify against the reasonable
expenses associated with such claims. Corporations may not indemnify against
breaches of the duty of loyalty. The OBCA mandates indemnification against all
reasonable expenses incurred in the successful defense of any claim made or
threatened whether or not such claim was by or in the right of the corporation.
Finally, a court may order indemnification if it determines that the director or
officer is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances whether or not the director or officer met the good faith
and reasonable belief standards of conduct set out in the statute.
The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.
The Company has entered into indemnity agreements with each of its
executive officers and members of its Board of Directors. Each agreement
provides for indemnification of the indemnitee to the fullest extent allowed by
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Number Description
------ -----------
5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the
legality of the securities being registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in
legal opinion filed as Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick, LLP
24.1 Powers of Attorney (included in signature page in Part II of the
Registration Statement)
99.1 Planar Systems, Inc. 1996 Stock Incentive Plan (incorporated by
reference to the Company's Annual Report on Form 10-K for the
year ended September 26, 1997)
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ITEM 9. UNDERTAKINGS
a. The undersigned registrant hereby undertakes 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 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 subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
b. The undersigned registrant hereby undertakes 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.
c. The undersigned registrant hereby undertakes 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.
d. 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.
e. Insofar as indemnification for liabilities arising under the
Securities Act of 1993 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 the
registrant of expenses
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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
a director, officer or controlling person in connection with 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 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
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 Portland, State of Oregon, on the 28th day of
January, 1998.
PLANAR SYSTEMS, INC.
By: /s/ James M. Hurd
-----------------
James M. Hurd
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James M. Hurd and Jack Raiton, and each of them
singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (including post-effective
amendments), 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 and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
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.
[Signatures on following page]
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James M. Hurd Chief Executive Officer, January 28, 1998
- ----------------------- President and Director
James M. Hurd (Principal Executive Officer)
/s/ Jack Raiton Vice President, Chief Financial January 28, 1998
- ----------------------- Officer (Principal Financial and
Jack Raiton Accounting Officer)
Director January __, 1998
- -----------------------
Heikki T. Horstia
/s/ William D. Walker Director January 28, 1998
- -----------------------
William D. Walker
/s/ Gregory H. Turnbull Director January 28, 1998
- -----------------------
Gregory H. Turnbull
/s/ Steven E. Wynne Director January 28, 1998
- -----------------------
Steven E. Wynne
Director January __, 1998
- -----------------------
Heinrich Stenger
</TABLE>
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INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
------- ------- ----
5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt,
LLP as to the legality of the securities being
registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt,
LLP (included in legal opinion filed as Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick, LLP
24.1 Powers of Attorney (included in signature page in
Part II of the Registration Statement)
99.1 Planar Systems, Inc. 1996 Stock Incentive Plan
(incorporated by reference to the Company's
Annual Report of Form 10-K for the year ended
September 26, 1997)
8
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EXHIBIT 5.1
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. COLUMBIA, SUITE 1800
PORTLAND, OREGON 97201
(503)226-1191 (PHONE)
(503)226-0079 (FAX)
January 29, 1998
Board of Directors
Planar Systems, Inc.
1400 N.W. Compton Drive
Beaverton, OR 97006
Gentlemen:
In connection with the registration of 1,200,000 shares of common stock, no
par value (the "Common Stock"), of Planar Systems, Inc., an Oregon corporation
(the "Company"), under the Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission on January 29, 1998, and the proposed
offer and sale of the Common Stock pursuant to the terms of the Company's 1996
Stock Incentive Plan (the "1996 Plan"), we have examined such corporate records,
certificates of public officials and officers of the Company and other documents
as we have considered necessary or proper for the purpose of this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the 1996 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1996 Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the above-
mentioned registration statement.
Very truly yours,
/s/ Ater Wynne Hewitt Dodson & Skerritt, LLP
Ater Wynne Hewitt Dodson & Skerritt, LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors and Shareholders
Planar Systems, Inc. and Subsidiaries:
We consent to the use of our reports, dated November 7, 1997, incorporated by
reference in the Registration Statement on Form S-8 dated January 29, 1998 of
Planar Systems, Inc., relating to the consolidated balance sheets of Planar
Systems, Inc. and subsidiaries as of September 26, 1997 and September 27, 1996,
and the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three-year period ended September 26,
1997, which report appears in the Annual Report on Form 10-K of Planar Systems,
Inc. for the year ended September 26, 1997.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Portland, Oregon
January 29, 1998
