<PAGE> 1
As filed with the Securities and Exchange Commission on June 11, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
SIGMA CIRCUITS, INC.
(Exact name of registrant as specified in its charter)
________________
Delaware 77-0107167
State of Incorporation) (I.R.S. Employer Identification No.)
________________
393 Mathew Street
Santa Clara, California 95050
(408) 727-9169
(Address and telephone number of principal executive offices)
________________
1988 Stock Option Plan
1994 Non-Employee Directors' Stock Option Plan
(Full title of the plans)
________________
B. Kevin Kelly
President and Chief Executive Officer
Sigma Circuits, Inc.
393 Mathew Street
Santa Clara, California 95050
(408) 727-9169
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________
Copies to:
Mark P. Tanoury, Esq.
Cooley Godward LLP
3000 Sand Hill Road
Building 3, Suite 230
Menlo Park, California 94025-7116
(415) 843-5000
________________
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered per Share (1) Price (1) Fee
Stock Options
and Common
Stock (par
value $.001) $637,820 $4.065 - $10.125 $3,353,958.52 $1,016.35
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon the average of the high and low price of
Registrant's Common Stock on June 4, 1997 as reported on the NASDAQ National
Market System.
<TABLE>
<S> <C> <C> <C>
Number of Offering Price Aggregate
Securities Shares Per Share Offering Price
Common Stock issuable
pursuant to outstanding
options under the 1988
Stock Option Plan 374,190 $6.0326 $2,257,333.81
Common Stock available
for grant under the 1988
Stock Option Plan 198,538 $4.065 $ 807,056.97
Common Stock issuable
pursuant to outstanding
options under the 1994
Non-Employee Directors'
Stock Option Plan 11,546 $6.2275 $ 71,903.25
Common Stock available
for grant under the 1994
Non-Employee Directors'
Stock Option Plan 53,546 $4.065 $ 217,664.49
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
</PAGE>
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INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
The contents of Registration Statement on Form S-8 No. 33-81506 filed with the
Securities and Exchange Commission on July 14, 1994 are incorporated by
reference herein.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney. Reference is made to the signature page.
99.1* 1988 Stock Option Plan, as amended.
99.2* 1994 Non-Employee Directors' Stock Option Plan, as amended.
- ------------
* Filed as an exhibit to the Form S-1 Registration Statement (No. 333-01262),
as amended through the date hereof, and incorporated herein by reference.
</PAGE>
<PAGE> 4
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 the City of Santa Clara, State of California, on June 9, 1997.
SIGMA CIRCUITS, INC.
By: /S/ B. KEVIN KELLY
B. Kevin Kelly, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. Kevin Kelly and Philip S. Bushnell, and each
or any one 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 Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, 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 or his substitutes or substitute, 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 dates indicated.
Signature Title Date
/S/ B. KEVIN KELLY President and
B. Kevin Kelly Chief Executive Officer June 9, 1997
Chief Financial Officer,
Senior Vice President,
Finance and Administration
Secretary and Director
/S/ PHILIP S. BUSHNELL (Principal Financial and
Philip S. Bushnell Accounting Officer) June 9, 1997
/S/ ROBERT P. CUMMINS
Robert P. Cummins Chairman of the Board June 9, 1997
/S/ THOMAS J. BERNARD
Thomas J. Bernard Director June 9, 1997
/S/ WILLIAM W. BOYLE
William W. Boyle Director June 9, 1997
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<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Description Sequential Page Number
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP is contained in
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney. Reference is made to the
signature page.
99.1* 1988 Stock Option Plan, as amended.
99.2* 1994 Non-Employee Directors' Stock Option Plan, as
amended.
- ------------
* Field as an exhibit to the Form S-1 Registration Statement (No. 333-
01262), as amended through the date hereof, and incorporated herein by
reference.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Sigma Circuits, Inc. on Form S-8 of our report on the financial statements of
Sigma Circuits, Inc. for the year ended June 30, 1996 and 1995 appearing in the
Registrant's annual report on Form 10-K for the year ended June 30, 1996.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Jose, California
June 9 , 1997
</PAGE>
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[Cooley Letterhead]
ATTORNEYS AT LAW San Francisco, CA
415 693-2000
3000 Sand Hill Road Palo Alto, CA
Building 3, Suite 230 415 843-5000
Menlo Park, CA San Diego, CA
94025-7116 619 550-6000
MAIN 415 843-5000 Boulder, CO
FAX 415 854-2691 303 546-4000
WEB http://www.cooley.com Denver, CO
303 606-4800
June 9, 1997
Sigma Circuits, Inc.
393 Mathew Street
Santa Clara, CA 95050
Re: Sigma Circuits, Inc.
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Sigma Circuits, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 637,820 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1988
Stock Option Plan and the 1994 Non-Employee Directors' Stock Option Plan (the
"Plans").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem 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.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /S/ MARK P. TANOURY
Mark P. Tanoury
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