As filed with the Securities and Exchange Commission on August 5, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
ARIZONA INSTRUMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0410138
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4114 East Wood Street, Phoenix, Arizona 85040
(Address of Principal Executive Offices) (Zip Code)
--------
1985 STOCK PURCHASE PLAN
(Full title of the plan)
--------
Scott M. Carter Copy to:
Vice President and Chief Financial Officer Paul M. Gales
ARIZONA INSTRUMENT CORPORATION QUARLES & BRADY
4114 East Wood Street One East Camelback Road
Phoenix, Arizona 85040 Suite 400
Phoenix, Arizona 85012-1659
(Name and address of agent for service)
----------
(602) 470-1414
(Telephone number, including area code, of agent for service)
--------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed maximum
Amount to be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per Share 200,000 shares(1) (2)(3) $575,000(2) $198.28
====================================================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
(1) The Plan provides for the possible adjustment of the number, price and kind
of shares covered by options granted or to be granted in the event of certain
capital or other changes affecting the Registrant's Common Stock. This
Registration Statement therefore covers, in addition to the above-stated 200,000
shares, an indeterminate number of shares that may become subject to the Plan by
means of any such adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, $2.875 per share, which is the last sale price of the
Registrant's Common Stock as reported on the Nasdaq SmallCap Market on July 31,
1996.
(3) The actual offering price will be determined in accordance with the terms of
the Plan.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement only registers additional securities of the same class as
other securities for which a Registration Statement on Form S-8 relating to the
same employee benefit plan is effective, the contents of the following documents
filed by Arizona Instrument Corporation (the "Registrant") (Commission File No.
12575) with the Securities and Exchange Commission are incorporated by
reference:
The Registrant's Registration Statement on Form S-8 filed on July 18,
1986 (Registration No. 2-99078) and Post- Effective Amendment No. 1
thereto filed on June 28, 1996 relating to the Registrant's 1985 Stock
Purchase Plan.
Item 8. Exhibits.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
-1-
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on August 2, 1996.
ARIZONA INSTRUMENT CORPORATION
(Registrant)
By: /s/ John P. Hudnall
--------------------------------------------
John P. Hudnall, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walfred R. Raisanan and John P. Hudnall,
and each of them, his 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 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, and any other regulatory authority, 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 premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
Person Title Date
------ ----- ----
<S> <C> <C>
/s/ Walfred R. Raisanan Chairman of the Board of Directors August 2, 1996
- ----------------------------------------- ---------------------
Walfred R. Raisanan
President and Director
/s/ John P. Hudnall (Principal Executive Officer) August 2, 1996
- ----------------------------------------- ---------------------
John P. Hudnall
Chief Financial Officer (Principal
/s/ Scott M. Carter Financial and Accounting Officer) August 2, 1996
- ----------------------------------------- ---------------------
Scott M. Carter
/s/ Thomas Emerson Director August 2, 1996
- ----------------------------------------- ---------------------
S. Thomas Emerson
/s/ Quinn Johnson Director August 2, 1996
- ----------------------------------------- ---------------------
Quinn Johnson
/s/ Richard Long Director August 2, 1996
- ----------------------------------------- ---------------------
Richard Long
/s/ Patricia Onderdonk Director August 2, 1996
- ----------------------------------------- ---------------------
Patricia Onderdonk
/s/ Stanley H. Weiss Director August 2, 1996
- ----------------------------------------- ---------------------
Stanley H. Weiss
</TABLE>
S-1
<PAGE>
ARIZONA INSTRUMENT CORPORATION
(the "Registrant")
(Commission File No. 0-12575)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Incorporated by
Number Description Filed Herewith Reference to
<C> <C> <C>
4.1 Certificate of Incorporation Exhibit 1 to the
of the Registrant, as amended Registrant's
Registration
Statement on Form
8-A, filed
June 26, 1996
4.2 Bylaws of the Registrant Exhibit 2 to the
Registrant's
Registration
Statement on Form
8-A, filed
June 26, 1996
5 Opinion of Counsel X
23.1 Consent of Independent Auditors X
23.3 Consent of Counsel Contained in Opinion filed
as Exhibit 5
24 Powers of Attorney Signatures Page to this
Registration Statement
99.1 Arizona Instrument Corporation X
1985 Stock Purchase Plan
</TABLE>
EX-1
EXHIBIT 5
(AZI Form S-8)
August 2, 1996
Arizona Instrument Corporation
4114 East Wood Street
Phoenix, Arizona 85040
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Arizona Instrument Corporation (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale of up to an additional 200,000
shares of Common Stock, par value .01 per share, of the Company (the "Shares")
pursuant to the Arizona Instrument Corporation 1985 Stock Purchase Plan, as
amended (the "Plan"). We have examined (i) the Registration Statement; (ii) the
Company's Certificate of Incorporation and Bylaws, as amended to date; (iii) the
Plan; (iv) corporate proceedings relating to the adoption of the Plan and the
issuance of the Shares; and (v) such other documents and records as we have
deemed necessary in order to render this opinion. In rendering this opinion, we
have relied as to certain factual matters on certificates of officers of the
Company and of state officials.
Based upon the foregoing, it is our opinion that the Shares, when
issued and paid for as contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid and non-assessable by the Company.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Arizona Instrument Corporation on Form S-8 of our report dated March 13, 1996,
except for Note C, as to which the date is March 26, 1996, appearing in the
Annual Report on Form 10-KSB of Arizona Instrument Corporation for the year
ended December 31, 1995.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
July 31, 1996
EXHIBIT 99.1
(AZI Form S-8)
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase
Plan (herein called the "Plan") of Arizona Instrument Corporation (the
"Company").
1. Purpose. The purpose of the Plan is to provide employees of the
Company and its subsidiaries with an opportunity to purchase Common Stock of the
Company through payroll deductions. It is the intention of the Company to have
the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1954, as amended. The provisions of the Plan shall,
accordingly, be constructed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Common Stock" shall mean the Common Stock, no par value,
of the Company.
(c) "Company" shall mean Arizona Instrument Corporation, an
Arizona corporation.
(d) "Compensation" shall mean all regular straight time
earnings, payments of overtime, shift premiums, incentive compensation,
incentive payments, bonuses and commissions (except to the extent that the
exclusion of any such items is specifically directed by the Board or its
committee).
(e) "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time, in its sole
discretion, as eligible to participate in the Plan.
(f) "Employee" means any person, excluding senior officers,
who is customarily employed for at least twenty (20) hours per week and has been
so employed for at least twelve (12) months continuous by the Company or one of
its Designated Subsidiaries.
Exhibit 99.1-1
<PAGE>
(g) "Plan" shall mean the Employee Stock Purchase Plan.
(h) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility
(a) Any Employee as defined in paragraph 2 shall be eligible
to participate in the Plan, subject to limitations imposed by Section 423(b) of
the Internal Revenue Code of 1954, as amended.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) if,
immediately after the grant, such Employee would own shares (including
outstanding options to purchase) of stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of shares of the
Company or of any parent or subsidiary of the Company, or (ii) which permits his
rights to purchase shares under all employee stock purchase plans of the Company
and its parent and subsidiaries to accrue at a rate which exceeds $25,000 of the
fair market value of the shares (determined at the time such option is granted)
for each calendar year in which such stock option is outstanding at any time.
4. Offering Dates. The Plan shall be implemented by one offering during
each six-month period of the Plan, commencing on or about January 1, 1985 and
continuing thereafter until terminated, in accordance with paragraph 19 hereof.
The Board of Directors of the Company shall have the power to change the
duration of offering periods with respect to future offerings without
shareholder approval, if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first offering period to be affected.
5. Participation.
(a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing a payroll deduction on the
form provided by the Company, and filing it with the Company's payroll office
prior to the applicable offering date.
(b) Payroll deductions for a participant shall commence on the
first payroll following the offering date and shall end on the termination date
of the offering to which such authorization is applicable, unless sooner
terminated by the participant as provided in paragraph 10.
6. Payroll Deductions.
Exhibit 99.1-2
<PAGE>
(a) At the time a participant files his subscription
agreement, he shall elect to have payroll deductions made on each payday during
the offering period at a rate not exceeding ten percent (10%) of the
Compensation which he is to receive on such payday, and the aggregate of such
projected payroll deduction during the offering period shall not exceed ten
percent (10%) of his aggregate projected Compensation during said offering
period.
(b) All payroll deductions authorized by a participant shall
be credited to his account under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may discontinue his participation in the
Plan as provided in paragraph 10, or may lower, but not increase, the rate of
his payroll deductions during the offering by completing and filing with the
Company a new authorization for payroll deduction. The change in rate shall be
effective within fifteen (15) days following the Company's receipt of a new
authorization.
7. Grant of Option
(a) At the beginning of each six-month offering period, each
eligible Employee participating in the Plan shall be granted an option to
purchase (at the per share option price) up to a number of shares of the
Company's Common Stock purchasable by each Employee's projected accumulated
payroll deduction (not to exceed an amount equal to ten percent (10%) of his
Compensation as of the date of the commencement of the applicable offering
period) divided by eighty-five percent (85%) of the fair market value of a share
of the Company's Common Stock at the beginning of said offering period, subject
to the limitations set forth in Sections 3(b) and 12 hereof. Fair market value
of a share of the Company's Common Stock shall be determined as provided in
Section 7(b) herein.
(b) The option price per share of such shares shall be the
lesser of: (i) 85% of the fair market value of a share of the Common Stock of
the Company at the commencement of the six-month offering period; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company at the time
the option is exercised at the termination of the six-month offering period. The
fair market value of the Company's Common Stock on a given date shall be the
mean of the reported bid and asked prices for that date.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 10, his option for the purchase of shares shall be
exercised automatically at the end of the offering period, and the maximum
number of full shares subject to option shall be purchased for him at the
applicable option price with the accumulated payroll deductions in his account.
During his lifetime, a participant's option to purchase shares hereunder is
exercisable only by him.
9. Delivery. As promptly as practicable after the termination of each
offering, the company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased
Exhibit 99.1-3
<PAGE>
upon exercise of his option. Any cash remaining to the credit of a participant
in his account under the Plan after a purchase of shares at the termination of
each offering period, or which is insufficient to purchase a full share of
Common Stock of the Company, shall be returned to the participant.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the
payroll deductions credited to his account under the Plan at any time prior to
the end of the offering period by giving written notice to the Company. All of
the participant's payroll deductions credited to his account shall be paid to
him promptly after receipt of his notice of withdrawal and his option for the
current period shall be automatically terminated, and no further payroll
deductions for the purchase of shares shall be made for him during the offering
period.
(b) Upon termination of the participant's employment prior to
the end of the offering period for any reason, including retirement or death,
the payroll deductions credited to his account shall be returned to him or, in
the case of his death, to the person or persons entitled thereto under paragraph
14, and his option shall be automatically terminated.
(c) In the event an Employee fails to remain in the continuous
employ of the Company for at least twenty (20) hours per week during the
offering period in which the employee is a participant, he shall be deemed to
have elected to withdraw from the Plan and the payroll deductions credited to
his account shall be returned to him and his option terminated.
(d) A participant's withdrawal from an offering shall not have
any effect upon his eligibility to participate in an succeeding offering or in
any similar plan which may hereafter be adopted by the Company.
11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
12. Stock.
(a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 400,000 shares,
subject to adjustment upon changes in capitalization of the company as provided
in paragraph 18. The shares to be sold to participants under the Plan may, at
the election of the Company, be either treasury shares, shares authorized but
unused, or shares purchased on the open market. If the total number of shares,
which would otherwise be subject to options granted pursuant to Section 7(a)
hereof, at the beginning of an offering period exceeds the number of shares then
available under the Plan (after deduction of all shares for which options have
been exercised or are then outstanding), the Company shall allocate options for
shares remaining available for option grant pro rata among the participants in
accordance with
Exhibit 99.1-4
<PAGE>
the amounts otherwise determined pursuant to Section 7(a). In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each participant affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.
(b) A participant shall have no interest or voting right in
shares covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan
shall be registered either in the name of the participant or in the name of the
participant and his spouse.
13. Administration. The Plan shall be administered by the Board of
Directors of the Company or a committee appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants. Members
of the committee who are eligible Employees are permitted to participate in the
Plan.
14. Designation of Beneficiary.
(a) A participant may file a written designation of a
beneficiary who is to receive any shares or cash or both to which the
participant may be entitled under the Plan at the time of his death.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice, in the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver any shares and any cash to which the participant was entitled to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company in its discretion, may deliver any such shares and any such cash to
the spouse or children of the participant, or if no spouse or child is known to
the Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to a
participant's account nor any right with regard to the exercise of any option or
rights to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in paragraph 14 hereof) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.
Exhibit 99.1-5
<PAGE>
16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to participating
Employees semiannually promptly following the stock purchase date, which
statements shall set forth the amount of payroll deductions, the per share
purchase price, the number of shares purchased and the remaining cash balance,
if any.
18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock dividend (but only
on the Common Stock) or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, capitalizations, rights,
offerings, or other increases or reductions of shares of its outstanding Common
Stock, and in the event the Company is consolidated with or merged into any
other corporation.
19. Amendment or Termination. The Board of Directors may at any time
terminate or amend the Plan. No termination shall affect options previously
granted. No amendment shall make any change in any option granted under the Plan
which adversely affects the right of any participant. No amendment shall be made
without prior approval of the shareholders of the Company if such amendment
would:
(a) increase the number of shares that may be issued under the
Plan;
(b) Permit payroll deductions at a rate in excess of ten
percent (10%) of the participant's Compensation;
Exhibit 99.1-6
<PAGE>
(c) Materially modify the requirements as to eligibility for
participation in the Plan; or
(d) Materially increase the benefits which may accrue to
participants under the Plan.
20. Notices. All notices or other communications by a participant in
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
21. Shareholder Approval. This Plan shall be subject to approval by the
affirmative vote of the holders of a majority of the outstanding shares of the
Company present or represented and entitled to vote thereon.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to any option unless the exercise of such option and issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
Exhibit 99.1-7
