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As filed with the Securities and Exchange Commission on May 19, 2000
Registration 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
________________________
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. 1999 NONQUALIFIED STOCK OPTION PLAN
________________________
Balaji Krishnamurthy
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 LLP
222 S.W. Columbia, Suite 1800, Portland, Oregon 97201
(503) 226-1191
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered Price per Share (1) Aggregate Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, no par 425,000 shares $10.63 $4,517,750 $1,193
value per share(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low sales prices of the Registrant's
common stock as reported on the Nasdaq National Market on May 17, 2000.
(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.
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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 24, 1999 (the "Annual Report")
filed with the Securities and Exchange Commission (the "SEC") on December 23,
1999 and Amendment No. 1 to the Annual Report filed with the SEC on March 29,
2000.
b. Quarterly Report on Form 10-Q for the quarter ended December 31,
1999 filed with the SEC on February 14, 2000 and Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000 filed with the SEC on May 15, 2000.
c. Registration Statement on Form 8-A of the Company filed with the
SEC on December 6, 1993.
d. 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.
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Section 60.387, et seq., of the OBCA allows corporations to indemnify their
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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 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 LLP as to the legality of the securities
being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as
Exhibit 5.0)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included in signature page in Part II of the
Registration Statement)
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<PAGE>
99.1 Planar Systems, Inc. 1999 Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended September 24, 1999)
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
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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 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 18th day of May,
2000.
PLANAR SYSTEMS, INC.
By: /s/ Balaji Krishnamurthy
------------------------
Balaji Krishnamurthy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Balaji Krishnamurthy and William D. Walker, 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 indicated on May 18, 2000.
[Signatures on following page]
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Signature Title
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/s/ Balaji Krishnamurthy Chief Executive Officer,
- ------------------------------
Balaji Krishnamurthy President and Director
(Principal Executive Officer)
/s/ Jack Raiton Vice President, Chief Financial
- ------------------------------
Jack Raiton Officer (Principal Financial and
Accounting Officer)
______________________________ Director
James M. Hurd
______________________________ Director
William D. Walker
/s/ Gregory H. Turnbull Director
- ------------------------------
Gregory H. Turnbull
/s/ Steven E. Wynne Director
- -----------------------------
Steven E. Wynne
/s/ Heinrich Stenger Director
- -----------------------------
Heinrich Stenger
/s/ E. Kay Stepp Director
- -----------------------------
E. Kay Stepp
/s/ J. Kenneth Stringer III Director
- ------------------------------
J. Kenneth Stringer III
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INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
------- ------- ----
5.1 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal
opinion filed as Exhibit 5.0)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included in signature page in Part
II of the Registration Statement)
99.1 Planar Systems, Inc. 1999 Nonqualified Stock Option
Plan (incorporated by reference to Exhibit 10.23 to the
Company's Annual Report of Form 10-K for the year
ended September 24, 1999)
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Exhibit 5.1
ATER WYNNE LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503)226-1191 (phone)
(503)226-0079 (fax)
May 18, 2000
Board of Directors
Planar Systems, Inc.
1400 N.W. Compton Drive
Beaverton, OR 97006
Gentlemen:
In connection with the registration of 425,000 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 May 19, 2000, and the proposed offer
and sale of the Common Stock pursuant to the terms of the Company's 1999
Nonqualified Stock Option Plan (the "1999 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 1999 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1999 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 LLP
Ater Wynne LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
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The Board of Directors
Planar Systems, Inc. and Subsidiaries:
We consent to the use of our report dated November 3, 1999, except as to Note 15
which is as of December 13, 1999, with respect to the consolidated balance
sheets of Planar Systems, Inc. and subsidiaries as of September 24, 1999 and
September 25, 1998, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended September 24, 1999, and our report dated February 29, 2000,
relating to the balance sheet of dpiX, LLC as of December 31, 1999, and the
related statements of operations and members' capital and cash flows for the
period from July 1, 1999 (inception) to December 31, 1999, which reports are
incorporated herein by reference.
/s/ KPMG LLP
KPMG LLP
Portland, Oregon
May 19, 2000
