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As filed with the Securities and Exchange Commission on August 29, 2000
Registration No. 333 - __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
LASER CORPORATION
----------------------------
(Exact name of registrant as
specified in its charter)
Utah 87-0395567
--------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
2417 South 3850 West
Salt Lake City, UT 84120
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(Address of principal
executive offices) (zip code)
LASER CORPORATION STOCK INCENTIVE PLAN
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(Full title of the plan)
B. JOYCE WICKHAM
---------------------------------
President and Chief Executive Officer
LASER CORPORATION
2417 South 3850 West
Salt Lake City, UT 84120
--------------------------------
(Name and address of agent for service)
(801) 972-1311
-----------------------------
(Telephone number, including area code, of agent for service)
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WITH COPIES TO:
Gregory E. Lindley
Ray, Quinney & Nebeker
79 South Main Street, Suite 500
Salt Lake City, UT 84111
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Calculation of Registration Fee
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Per Share Offering Fee
Registered 1 2 Price 2
---------------I-----------I------------------I------------------I-------------I
Common Stock, 150,000 $8.00 $1,200,000 $316.80
$0.05 par value
---------------I-----------I------------------I------------------I-------------I
1 Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Incentive Stock Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the outstanding shares of Common Stock of Laser Corporation.
2 Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee. Based on the last reported sales price per share of Common
Stock of Laser Corporation, as reported by OTC:BB on August 28, 2000.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8
is omitted from this filing in accordance with the provisions of Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE
Laser Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
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(a) The Registrant's report on Form 10-KSB for the fiscal year ended
December 31, 1999;
(b) The Registrant's report on Form 10-QSB for the fiscal quarter
ended June 30, 2000; and
(c) The Registrant's Registration Statement No. L191800 on Form 8-A
filed with the SEC on March 22, 1985 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), in which there is described
the terms, rights and provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c) 14 or 15(d) of the 1934 Act after the date of
this Registration Statement 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4.DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Incorporation provide for the
indemnification of the Registrant's directors and officers to the fullest extent
permitted by the Utah Revised Business Corporation Act ("URBCA"). The liability
of directors and officers of the Registrant is limited such that a director or
officer is not liable to the Registrant or its shareholders for any action taken
or any failure to take any action, as an officer or director, as the case may
be, unless:
(i) the director or officer has breached or failed to perform the
duties of the office in compliance Section 16-10(a)-841 of the URBCA; and
(ii) the breach or failure to perform constitutes gross negligence,
willful misconduct, or intentional infliction of harm on the Registrant or its
shareholders.
Directors of the Registrant are personally liable if such director votes for or
assents to an unlawful distribution under the URBCA or the Registrant's Articles
of Incorporation.
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The Registrant will pursuant to Section 16-10a-902 of the URBCA,
indemnify an individual, made party to a proceeding because he was a director,
against liability incurred in the proceeding if:
(i) the director's conduct was in good faith;
(ii) the director reasonably believed that his conduct was in, or
not opposed to, the Registrant's best interests; and
(iii) in the case of any criminal proceeding, he has no reasonable
cause to believe his conduct was unlawful; provided that, the Registrant may not
indemnify the same director if (a) indemnification is sought in connection with
a proceeding by or in the right of the Registrant in which the director was
adjudged liable to the Registrant, or (b) indemnification is sought in
connection with any other proceeding charging that the director derived an
impersonal personal benefit, whether or not including action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.
Indemnification under this section in connection with a proceeding by or in the
right of the Registrant is limited to reasonable expenses incurred in connection
with the proceeding.
In accordance with Section 16-10a-903 of the URBCA, the Registrant shall
indemnify a director or an officer, who is successful on the merits or
otherwise, in defense of any proceeding, or in the defense of any claim, issue
or matter in the proceeding, to which he was a party because he is or was a
director or an officer of the Registrant, as the case may be, against reasonable
expenses incurred by him in connection with the proceeding or claim with respect
to which he has been successful.
In accordance with Section 16-10a-1-904 of the URBCA, the Registrant
will pay or reimburse the reasonable expenses incurred by a party to a
proceeding in advance of the final disposition of the proceeding, provided that:
(i) the director furnishes the corporation a written affirmation of
his good faith belief that he has met the applicable standard of conduct
described in Section 16-10a-902 of the URBCA;
(ii) the director furnishes to the Registrant a written undertaking,
executed personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet such standard of conduct; and
(iii) a determination is made that the facts then known to those
making the determination would not preclude indemnification thereunder.
Section 16-10a-905 permits a director or officer who is or was a party
to a proceeding to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction.
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The Registrant will indemnify and advance expenses to an officer,
employee, fiduciary or agent of the Registrant to the same extent as a director;
or to a greater extent in some instances if not inconsistent with public policy.
ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
No. Exhibits
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5.1* Opinion and consent of Ray, Quinney & Nebeker
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23.1* Consent of Tanner + Co., independent accountants
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23.2* Consent of Ray, Quinney & Nebeker is contained in Exhibit 5
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24* Power of Attorney (included on page 7 of this Registration Statement)
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99.1 Laser Corporation Incentive Stock Plan (incorporated by reference to
the Registrant's Definitive Schedule14A, filed with the Commission on
April 14, 1999, with respect to the Annual Meeting of Shareholders held
on May 25, 1999).
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* Filed herewith
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 1933 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, and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or
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any material change to such information in this Registration Statement;
provided, however, that clauses (1)(i) and 1(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into this Registration Statement;
(2) that for the purpose of determining any
liability under the Securities Act 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 the time shall be deemed to be
the initial bona fide offering thereof, and
(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 Registrant's Incentive Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities
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 director, officer or controlling person in
connection with the 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
Securities 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, as amended,
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 Salt Lake City, Utah on this 29th day of August 2000.
LASER CORPORATION
By: /s/ B. Joyce Wickham
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B. Joyce Wickham
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Laser Corporation, a Utah
corporation, do hereby constitute and appoint B. Joyce Wickham and Mark L.
Ballard, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and either of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or either one of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
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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 dates indicated.
Signature Title Date
---------- ----- ----
/s/ B. Joyce Wickham President, Chief Executive August 29, 2000
----------------------- Officer, Treasurer & Director
B. Joyce Wickham
/s/ Mark L. Ballard Vice President and Director August 29, 2000
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Mark L. Ballard
/s/ Reo K. Larsen General Accounting Manager August 29, 2000
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Reo K. Larsen
/s/ Rod O. Julander Director August 29, 2000
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Rod O. Julander
/s/ Reinhardt Thyzel
----------------------- Director August 29, 2000
Reinhardt Thyzel
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EXHIBIT INDEX
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No. Exhibit
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5.1* Opinion and consent of Ray, Quinney & Nebeker
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23.1* Consent of Tanner + Co., independent accountants
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23.2* Consent of Ray, Quinney & Nebeker is contained in Exhibit 5
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24* Power of Attorney (included on page 7 of this Registration Statement)
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99.1 Laser Corporation Incentive Stock Plan (incorporated by reference to
the Registrant's Definitive Schedule14A, filed with the Commission on
April 14, 1999, with respect to the Annual Meeting of Shareholders held
on May 25, 1999).
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* Filed herewith
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Exhibit 5
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August 29, 2000
Laser Corporation
2417 South 3850 West
Salt Lake City, UT 84120
Re: Registration of 150,000 shares of Common Stock, par value $.05
per share, pursuant to a Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Laser Corporation, a Utah corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement
on Form S-8 (the "Registration Statement"), of 150,000 shares of Common Stock,
par value $.05 per share, of the Company (the "Common Stock") to be offered
pursuant to the Laser Corporation Incentive Stock Plan.
In connection with this opinion, we have examined the Registration
Statement, the Company's Articles of Incorporation and Bylaws, each as amended
and restated to date, and such other documents, records, certificates, memoranda
and other instruments as we deem relevant or necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
Based upon our examination of such documents and the investigation of
such matters of law as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Utah.
2. Assuming, with respect to shares of Common Stock issued after the
date hereof, (i) the receipt of proper consideration for the issuance thereof in
excess of par value thereof, (ii) the availability of a sufficient number of
shares of Common Stock authorized by the Company's Articles of Incorporation
then in effect, (iii) compliance with the terms of any agreement entered into in
connection with any options or restricted stock under the Plan, and (iv) that no
change occurs in the applicable law or the pertinent facts, the shares of Common
Stock purchasable upon the exercise of any option granted under or issued upon
the awarding of any restricted stock under the Plan will upon
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issuance be duly authorized and validly issued, fully paid and non-assessable
shares of common Stock.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission for the registration under the Securities Act of 150,000 shares of
Common Stock of the Company covered by the Plan. By so consenting, we do not
thereby admit that our firm's consent is required by Section 7 of the Securities
Act.
Very truly yours,
RAY, QUINNEY & NEBEKER
473024
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 7, 2000 which appears on page
F-2 of the 1999 Annual Report to Shareholders of Laser Corporation, and to the
references to our firm under the caption "Experts" in the Prospectus.
TANNER & CO.
Salt Lake City, Utah
August 30, 2000
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