<PAGE> 1
As filed with the Securities and Exchange Commission on March 19, 1996
Registration No. 33-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------
PHOTOCOMM, INC.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Arizona 86-0411983
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7681 East Gray Road, Scottsdale, Arizona 85260
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Non-Employee Directors Stock Option Plan
- -------------------------------------------------------------------------------
(Full title of the plan)
Robert R. Kauffman
President
Photocomm, Inc.
7681 East Gray Road
Scottsdale, Arizona 85260
- -------------------------------------------------------------------------------
(Name and address of agent for service)
(602) 948-8003
- -------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
With copy to:
Christopher D. Johnson, Esq.
Squire, Sanders & Dempsey
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
(602) 528-4000
Approximate Date of Commencement of Proposed Sale: As soon as practicable
after the Registration Statement becomes effective.
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE * PRICE * FEE
---------- ---------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $2.6563 $265,630 100
$.01 par value
</TABLE>
_______________
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the bid and asked prices for shares
of Common Stock on March 15, 1996.
===============================================================================
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to employees in accordance with Form S-8 and
Securities Act Rule 428.
3
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into
this Registration Statement: (a) the Registrant's Annual Report on Form 10-KSB
for the fiscal year ended August 31, 1995; (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to August 31, 1995; and (c) the
description of the Registrant's capital stock contained in the Registrant's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered 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 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 Bylaws require the Registrant to indemnify its
directors and officers to the full extent provided by Arizona law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit Index located at Page 8.
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 of 1933;
4
<PAGE> 5
(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 paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) 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.
(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.
(b) 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 of 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.
5
<PAGE> 6
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 Scottsdale, and the State of Arizona, on March
18, 1996.
PHOTOCOMM, INC.
an Arizona corporation
By /s/Robert R. Kauffman
-------------------------
Robert R. Kauffman, President
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints DONALD E. ANDERSON, ROBERT R. KAUFFMAN and THOMAS C. LaVOY, and each
of them, his true and lawful attorney-in-fact and agent 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 Form S-8 Registration Statement, and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting such 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 and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or each of them, 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 below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Donald E. Anderson Chairman of the Board March 18, 1996
- -----------------------------
Donald E. Anderson
/s/Robert R. Kauffman President, Chief Executive Officer and March 18, 1996
- ----------------------------- Director
Robert R. Kauffman
/s/Thomas C. LaVoy Senior Vice President, Secretary, March 18, 1996
- ----------------------------- Chief Financial Officer and Director
Thomas C. LaVoy
/s/Walter M. Baker Director March 18, 1996
- -----------------------------
Walter M. Baker
- ----------------------------- Director ____________, 1996
John D. Kuhns
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
- ----------------------------- Director ____________, 1996
Robert W. MacDonald
- ----------------------------- Director ____________, 1996
Gerald R. Cummins
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
<S> <C> <C>
4.1 Non-Employee Directors Stock Option Plan Filed herewith
4.2 Form of Stock Option Agreement Filed herewith
5 Opinion rendered by Squire, Sanders & Dempsey, counsel Filed herewith
for the Registrant (including consent)
23.1 Consent of KPMG Peat Marwick LLP Filed herewith
23.2 Consent of Counsel See Exhibit 5
24 Powers of Attorney See Signature Page
</TABLE>
8
<PAGE> 1
EXHIBIT 4.1
PHOTOCOMM, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Purposes of the Plan. The purposes of this Plan are to attract and
retain the best available individuals to serve as non- employee members of the
Board of Directors of the Company, to reward such directors for their
contributions to the profitable growth of the Company, and to maximize the
identity of interest between such directors and stockholders generally.
1. Definitions. As used herein, the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Company" shall mean PHOTOCOMM, INC., an Arizona
corporation.
(c) "Effective Date" shall be the date that the Board of
Directors of the Company adopts this Plan.
(d) "Eligible Director" shall mean (i) those individuals
who are serving as non-employee members of the Board on the Effective
Date, or (ii) those individuals who are elected or appointed as
non-employee members of the Board after the Effective Date, whether
through appointment by the Board or election of the Company's
stockholders.
(e) "Exercise Price" shall mean, with respect to Shares
of Optioned Stock, the Fair Market Value of such Shares on the date of
grant of the Option.
(f) "Fair Market Value" shall mean, with respect to the
date a given Option is granted or exercised, the value of the Common
Stock determined by the Board in such manner as it may deem equitable
for Plan purposes; provided, however, that where there is a public
market for the Common Stock, the Fair Market Value per Share shall be
the mean of the bid and asked prices of the Common Stock on the date
of grant, as reported in the Wall Street Journal (or, if not
reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotation System) or, in the event the
Common Stock is listed on the New York Stock Exchange or the American
Stock exchange, the Fair Market Value per Share shall be the closing
price on such exchange on the date of grant of the Option, as reported
in the Wall Street Journal.
(g) "Option" shall mean a right to purchase Stock,
granted pursuant to the Plan.
<PAGE> 2
(h) "Optioned Stock" shall mean the Stock subject to an
Option.
(i) "Optionee" shall mean a non-employee director of the
Company who has been granted an Option.
(j) "Plan" shall mean this Non-Employee Directors Stock
Option Plan.
(k) "Share" shall mean a share of the Stock.
(l) "Stock" shall mean the Common Stock of the Company
described in the Certificate of Incorporation of the Company.
(m) "Stock Option Agreement" shall mean the written
agreement evidencing the grant of an Option.
(n) "Trading Day" shall mean a day on which the Fair
Market Value of the Stock can be determined.
2. Common Stock Subject to the Plan. Subject to increases and
adjustments pursuant to Section 9 of the Plan, the number of Shares reserved
and available for distribution under the Plan shall be one hundred thousand
(100,000). If an Option shall expire or become unexercisable for any reason
without having been exercised in full, the unauthorized Shares covered by the
Option shall, unless the Plan shall have terminated, be available for future
grants of Options.
3. Option Grants.
(a) On the Effective Date, each Eligible Director shall
be granted an Option to purchase 10,000 shares of Stock.
(b) Each individual who first becomes an Eligible
Director after the Effective Date, whether through election by the
stockholders or appointment of the Board, shall automatically be
granted at the time of such initial election or appointment, an Option
to purchase 10,000 shares of Stock.
(c) On December 1 of each year (the "Annual Grant Date"),
beginning with December 1, 1996, each individual who is at that time
an Eligible Director shall automatically be granted an Option under
the Plan to purchase an additional 3,000 shares of Stock; provided
such individual (i) has attended 75% of the meetings of the Board held
during the 12-month period immediately preceding the Annual Grant
Date, or (ii) if such individual was appointed or elected as a
director during such 12-month period, he or she has attended 75% of
the meetings of the Board held during his of her term as a director,
and (iii) has
2
<PAGE> 3
attended 75% of the meetings of any Committee of the Board to which
such individual has been appointed as a member during such 12-month
period.
(d) The purchase price of Shares subject to an Option
shall be the Fair Market Value on the date of grant.
(e) Each Option granted pursuant to this Plan shall vest
and become exercisable according to the following schedule, provided
that the Optionee remains an Eligible Director at such vesting date:
<TABLE>
<CAPTION>
Vesting Date Percentage of Shares Vesting
------------ ----------------------------
<S> <C>
Date of Grant 25%
First Anniversary of Grant 50%
Second Anniversary of Grant 100%
</TABLE>
4. Stockholder Approval. This Plan was adopted by the Board of
Directors of the Company on December 4, 1995 (the "Effective Date"). Options
may be granted under the Plan on and after the Effective Date. The Plan shall
be submitted for stockholder approval at the next annual or special meeting of
stockholders. However, the failure to obtain such approval shall not affect
the effectiveness of the Plan. No Option may be granted after the expiration
of ten (10) years from the effective date of the Plan; provided, however, that
the Plan and all outstanding Options shall remain in effect until such Options
shall have been exercised, shall have expired or shall otherwise be terminated.
5. Term; Exercise; Rights as a Stockholder.
(a) The term of each Option shall be ten (10) years from
the date of grant thereof. To the extent vested the Option may be
exercised in whole or in part at any time and during the term of the
Option. No fractional Shares will be issued upon exercise of the
Option and, if the exercise results in a fractional interest, an
amount will be paid in cash equal to the value of such fractional
interest based on the Fair Market Value of the Shares on the date of
exercise.
(b) An Option shall be deemed to be exercised upon
receipt by the Company from the Optionee of written notice of such
exercise. Such notice shall be accompanied by full payment for the
Shares subject to such exercise.
6. Payment. The Exercise Price shall be paid:
(a) In United States dollars in cash or by check payable
to the order of the Company; or
3
<PAGE> 4
(b) Subject to the approval of the Board, by delivery of
Shares with an aggregate Fair Market Value equal to the Exercise
Price; or
(c) By any combination of (a) and (b) above.
The Board shall determine acceptable methods for tendering
Stock as payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of Stock to exercise an Option as it deems appropriate.
7. Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent and distribution to the limited
extent provided herein or pursuant to a "qualified domestic relations order" as
defined by the Internal Revenue Code or the Employee Retirement Income Security
Act or the rules thereunder. Except as permitted herein, an Option may be
exercised, during the lifetime of the Optionee, only by the Optionee or by his
guardian or legal representative.
In the event of the Optionee's death, his or her Option shall
be exercisable, prior to the expiration of the Option, by the person or persons
to whom his or her accrued and vested rights pass by will or by the laws of
descent and distribution.
8. Adjustments Upon Changes in Capitalization or Merger. Subject
to any required action by the stockholders of the Company, the number of Shares
covered by each outstanding Option, and the number of Shares which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per Share covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split,
consolidation, subdivision, stock dividend, combination or reclassification of
the Shares, or any other increase or decrease in the number of issued Shares
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 issuance by the Company of shares of stock of any class, or securities
convertible into 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
subject to an Option.
In the event of the proposed dissolution or liquidation of the
Company, all Options will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may,
in the exercise of its sole discretion in such instances, declare that any
Option shall terminate as of a date fixed by the Board and give each holder the
right to exercise the Option as to all or any part thereof, including Shares as
to which the Option would not otherwise be exercisable. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation,
4
<PAGE> 5
the Option shall be assumed or an equivalent Option shall be substituted by
such successor corporation or a parent or subsidiary of such successor
corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that the holder
shall have the right to exercise the Option as to all of the Shares, including
Shares as to which the Option would not otherwise be exercisable. If the Board
makes an Option exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Board shall notify the holder that the
Option shall be fully exercisable for a period of 30 days from the date of such
notice (but not later than the expiration of the term of the Option), and the
Option will terminate upon the expiration of such period.
9. Amendment and Termination of the Plan. The Board may amend
the Plan from time to time in such respects as the Board may deem advisable or
terminate the Plan; provided, however, that amendments to the Plan relating to
the amount, price or timing of Option grants shall not be made more than once
in any six month period, other than amendments necessary to comply with changes
in the Internal Revenue Code, the Employee Retirement Income Security Act, or
the rules thereunder. Any amendment or termination of the Plan shall not
affect Options already granted and such Options shall remain in full force and
effect as if this Plan had not been amended or terminated.
Notwithstanding the foregoing, revisions or amendments that
accomplish any of the following shall require approval of the stockholders of
the Company, to the extent required by law, rule or regulation:
(a) Materially increase the benefits accruing to
participants under the Plan;
(b) Materially increase the number of Shares which may be
issued under the Plan;
(c) Materially modify the Plan as to eligibility for
participation in the Plan; or
(d) Otherwise cause the Plan to lose its exemption under
Section 16(b) of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
10. Conditions Upon Issuance of Shares. Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, 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 or market system upon which the Shares may be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
5
<PAGE> 6
As a condition to the exercise of an Option, the Company may
require the Optionee 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 or advisable.
Inability of the Company to obtain authority from a regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary or advisable to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not
have been obtained.
11. Termination of Option.
(a) Termination as a Director. If an Optionee ceases to
be a director, unless such cessation occurs due to death or
disability, then the Option shall terminate on the date thirty days
after the date the Optionee ceases to be a director.
(b) Disability. Unless otherwise provided in the Stock
Option Agreement, in the event an Optionee is unable to continue to be
a member of the Board as a result of his permanent and total
disability (as defined in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended), he may exercise the Option at any time
within twelve (12) months following the date he ceased to be a
director, but only to the extent he was entitled to exercise it on the
date he ceased to be a director. To the extent that he was not
entitled to exercise the Option on the date he ceased to be a
director, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option
shall terminate.
(c) Death. Unless otherwise provided in the Stock Option
Agreement, if an Optionee dies during the term of the Option, the
Option may be exercised at any time within twelve (12) months
following the date of death, but only to the extent that an Optionee
was entitled to exercise the Option on the date of death. To the
extent that decedent was not entitled to exercise the Option on the
date of death, or if the Optionee's estate, or person who acquired the
right to exercise the Option by bequest or inheritance, does not
exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.
12. Option Agreement. Options shall be evidenced by Stock Option
Agreements in such form as the Board shall approve.
6
<PAGE> 7
13. Miscellaneous Provisions.
(a) Plan Expense. Any expenses of administering this
Plan shall be borne by the Company.
(b) Construction of Plan. The validity, construction,
interpretation, administration and effect of the Plan and of its rules
and regulations, and rights relating to the Plan, shall be determined
by the Board in accordance with the laws of the State of Arizona.
(c) Taxes. The Company shall be entitled if necessary or
desirable to pay or withhold the amount of any tax attributable to the
delivery of Common Shares under the Plan after giving the person
entitled to receive such Shares notice as far in advance as practical,
and the Company may defer making delivery of such Shares if any such
tax may be pending unless and until indemnified to its satisfaction.
(d) Gender. For purposes of this Plan, words used in the
masculine gender shall include the female and neuter, and the singular
shall include the plural and vice versa, as appropriate.
7
<PAGE> 1
EXHIBIT 4.2
PHOTOCOMM, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION AGREEMENT
BY THIS DIRECTORS STOCK OPTION AGREEMENT (the "Agreement"), PHOTOCOMM,
INC., an Arizona corporation (the "Company"), and the undersigned, a
non-employee director of the Company (the "Optionee"), desire to establish the
terms and conditions upon which the Company is willing to grant the Optionee,
and upon which the Optionee is willing to accept from the Company, an Option to
purchase shares of Common Stock from the Company, pursuant to the terms and
conditions of the Company's Non-Employee Directors Stock Option Plan (the
"Plan"). The Company and the Optionee hereby agree as follows:
1. The Plan. All the terms, conditions and definitions of the
Plan are hereby incorporated by reference into this Agreement, as if fully set
forth herein.
2. Terms of Grant.
(a) Grant Date: ____________, 19___
(b) Number of Shares Subject to Option: _____ Shares of
Common Stock
(c) Exercise Price: $_______
DATED: _______________ 19___
PHOTOCOMM, INC.,
an Arizona corporation
By ___________________________________
Robert R. Kauffman, President
OPTIONEE:
_______________________________________
<PAGE> 1
EXHIBIT 5
Squire, Sanders & Dempsey
40 North Central Ave., Suite 2600
Phoenix, Arizona 85004
March 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Photocomm, Inc.
Non-Employee Directors Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Photocomm, Inc., an Arizona corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 relating to
the registration of 100,000 shares of its Common Stock, $.01 par value (the
"Shares"), issuable pursuant to the Company's Non-Employee Directors Stock
Option Plan (the "Plan").
In that connection, we have examined such documents, corporate records and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and the
Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Arizona.
2. The Shares, when issued and sold in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
SQUIRE, SANDERS & DEMPSEY
/s/ Squire, Sanders & Dempsey
<PAGE> 1
EXHIBIT 23.1
The Board of Directors
Photocomm, Inc.:
We consent to incorporation by reference in the registration statement filed on
Form S-8 of Photocomm, Inc. of our report dated October 13, 1995, relating to
the consolidated balance sheets of Photocomm, Inc. and subsidiaries as of
August 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended August 31, 1995, which report appears in the August 31,
1995 annual report on Form 10-KSB of Photocomm, Inc.
/s/KPMG Peat Marwick LLP
Phoenix, Arizona
March 14, 1996
