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As filed with the Securities and Exchange Commission On November 30, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CIRCUIT RESEARCH LABS, INC.
(Exact name of registrant as specified in its charter)
Arizona 86-0344671
(State of Incorporation) (I.R.S. Employer Identification No.)
2522 West Geneva Drive
Tempe, Arizona 85282
(Address of Principal Executive Offices)
Circuit Research Labs, Inc.
CJB Stock Option Plan
(Full Title of Plan)
Charles J. Brentlinger
President and Chief Executive Officer
Circuit Research Labs, Inc.
2522 West Geneva Drive
Tempe, Arizona 85282
(Name and Address of Agent for Service)
(602) 438-0888
(Telephone Number, Including Area Code of Agent for Service)
Copy to:
Joseph P. Richardson, Esq.
Bryan Cave LLP
Two North Central Avenue, Suite 2200
Phoenix, Arizona 85004-4406
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<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CJB Stock Option Plan,
Common Stock, $0.10 par value 1,182,500 $1.25 $1,478,125(1) $391
======================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Part I
of this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information
about the Circuit Research Labs, Inc. CJB Stock Option Plan and its
administrators are available without charge by contacting:
Shareholder Services
Circuit Research Labs, Inc.
2522 West Geneva Drive
Tempe, Arizona 85282
(602) 438-0888
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to 1,182,500 shares of
Common Stock, par value $0.10, of Circuit Research Labs, Inc. (the "Registrant"
or "Company") being registered for use under the Registrant's CJB Stock Option
Plan, as amended (the "Plan").
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), are incorporated by reference herein
and shall be deemed to be a part hereof:
(a) The Registrant's latest annual report on Form 10-KSB for
the fiscal year ended December 31, 1999, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above; and
(c) The description of the Registrant's Common Stock, which is
contained in a Registration Statement of the Registrant filed on Form S-18 which
was effective October 14, 1983.
All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to collectively as the "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Article 11 of the Registrant's articles of incorporation
provides that the Registrant's directors will not be personally liable to the
Registrant or its stockholders for monetary damages arising from breach of the
fiduciary duties as directors, provided however, that liability shall exist for
the following:
- any breach of the director's duty of loyalty to the Registrant
or its stockholders;
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- acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law;
- authorization of unlawful payments of dividends or other
distributions of the Registrant's capital stock or unlawful
purchases of its capital stock;
- any transaction from which the director derives an improper
personal benefit; or
- any violation of Arizona law governing directors' conflicting
interest transactions.
This limitation of liability does not apply to liabilities
arising under the federal securities laws and does not affect the availability
of equitable remedies such as injunctive relief or rescission.
Sections 10-852 and 10-856 of the Arizona Business Corporation
Act (the "ABCA") require an Arizona corporation, unless limited by its articles
of incorporation, to indemnify an officer or director who has prevailed, on the
merits or otherwise, in defending any proceeding brought against the officer or
director because such person is or was an officer or director of the
corporation. The corporation must indemnify the officer or director for
reasonable expenses, including attorneys' fees and all other costs and expenses
reasonably related to a proceeding. A "proceeding" includes any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal.
Section 10-851 of the ABCA permits an Arizona corporation to
indemnify an officer or director made a party to a proceeding because such
person is or was an officer or director of the corporation. The corporation may
indemnify the officer or director against liability incurred in the proceeding
if all of the following conditions exist:
- the officer or director's conduct was in good faith;
- the officer or director reasonably believed that his or her
conduct was at least not opposed to the best interests of the
corporation, or, where the conduct was in an official
corporate capacity, that the conduct was in the best interests
of the corporation; and
- in the case of criminal proceedings, the officer or director
had no reasonable cause to believe that the conduct was
unlawful.
Before discretionary indemnification under section 10-851 may be awarded to a
director, the corporation must determine that it is permissible under the
circumstances. This determination may be made either:
- by majority vote of the directors not parties to the
proceeding;
- by special legal counsel selected by majority vote of the
disinterested directors, or by majority vote of the board if
there are no disinterested directors; or
- by the stockholders (but shares owned by or voted under the
control of directors who are parties to the proceeding are not
to be voted).
Section 10-854 of the ABCA permits a director of an Arizona
corporation who is a party to a proceeding, unless the articles of incorporation
provide otherwise, to apply to a court of competent jurisdiction for
indemnification or for an advance of expenses. The court may order
indemnification or an advance if it determines that indemnification is fair and
reasonable, even if the director did not meet the prescribed standard of conduct
described in section 10-851.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit Number Documents
4.1 Circuit Research Labs, Inc. CJB Stock Option Plan
(incorporated by reference to Exhibit A of Schedule 13D
filed with the Commission on July 7, 1999 (File No.
005-56483))
5.1 Opinion of Bryan Cave LLP as to legality of securities
being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature pages of this
Registration Statement)
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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this 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 this registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low
or high end of the estimated maximum offering
range may be reflected in the form of
prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more
than a 20% change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in this registration statement:
provided however, that paragraphs (a)(l)(i)
and (a)(l)(ii) of this section do not apply if
this registration statement is on Form S-3,
Form S-8 or Form F-3, and the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed with or furnished to
the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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.
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe it meets all
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 November 29, 2000.
CIRCUIT RESEARCH LABS, INC.
By:/s/ Charles Jayson Brentlinger
_________________________________
Charles Jayson Brentlinger
President
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles Jayson Brentlinger and
James J. Seemiller and any of them (with full power to each of them to act
alone), as his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and any and all
registration statements filed pursuant to Rule 462 under the Securities Act of
1933, as amended, in connection with or related to the offering contemplated by
this Registration Statement and its amendments, if any, and any other documents
and instruments incidental thereto, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission (or any other government or regulatory authority), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite or necessary to be done in
and about the premises, 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 and/or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date set forth opposite their names.
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Signature Title Date
_________ _____ ____
<S> <C> <C>
/s/ Charles Jayson Brentlinger
____________________________ President, Chairman of the
Board November 29, 2000
Charles Jayson Brentlinger and Chief Executive Officer
/s/ Gary D. Clarkson
____________________________ Secretary, Vice President, November 29, 2000
Gary D. Clarkson Treasurer and General Manager
/s/ Phillip T. Zeni
____________________________ Director November 29, 2000
Phillip T. Zeni
/s/ Carl E. Matthusen
____________________________ Director November 29, 2000
Carl E. Matthusen
/s/ James J. Seemiller
____________________________ Chief Financial Officer (Principal November 29, 2000
James J. Seemiller Accounting Officer)
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Exhibit Index
Exhibit Number Documents
4.1 Circuit Research Labs, Inc. CJB Stock Option Plan (incorporated
by reference to Exhibit A of Schedule 13D filed with the
Commission on July 7, 1999 (File No. 005-56483))
5.1 Opinion of Bryan Cave LLP as to legality of securities being
registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature pages of this
Registration Statement)
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