As filed with the Securities and Exchange Commission on February 5, 1998
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)
___________________
Stock Options Issued Outside the Amended and Restated 1997 Stock Option Plan
(Full title of the plans)
____________________
B. Kevin Kelly
President and Chief Executive Officer
Sigma Circuits
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
(650) 843-5000
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed Proposed
Securities Amount Offering Aggregate
to Be to be Price Offering Amount
Registered Registered Per Share Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock
(par value $.001) 240,000 $8.875 $2,130,000 $629
</TABLE>
(1) Estimated solely for the purpose of calculating the
amount of the registration fee pursuant to Rule 457(c)
under the Securities Act of 1933. The price per share
and aggregate offering price are based upon the actual
exercise price for shares subject to outstanding stock
options granted outside the Amended and Restated 1997
Stock Option Plan.
Approximate date of commencement of proposed sale to
the public: As soon as practicable after this Registration
Statement becomes effective.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Sigma Circuits, Inc.,
a Delaware corporation (the "Company" or the "Registrant")
with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K filed
on September 26, 1997, pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) A description of the Company's Common Stock, which
is contained in the Form 8-A Registration Statement filed by
the Company with the Commission on May 17, 1994 as amended
through the date hereof; and
(c) All reports and other documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post
effective amendment 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 herein and to be a part of this registration
statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation's Board of
Directors to grant, indemnity to directors and officers in
terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act").
Article VI of the Company's Restated Certificate of
Incorporation and Article XI of the Company's Bylaws provide
for indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law. Persons
covered by this indemnification provision include current
and former directors, officers, employees and other agents
of the Company, as well as persons who serve at the request
of the Company as directors, officers, employees or agents
of any other enterprise. The Company has entered into
agreements with its directors and officers to indemnify such
persons against certain liabilities. The Company also
maintains insurance for the benefit of its directors and
officers insuring such persons against certain liabilities.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
EXHIBITS
<TABLE>
Number Description
<C> <S>
4.1(1) Amended and Restated Certificate of Incorporation
of Registrant.
4.2(1) Amended and Restated Bylaws of Registrant.
4.2(1) Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP. Reference is made
to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature
Page.
99.1 Form of Stock Option outside the Amended and
Restated 1997 Stock Option Plan.
</TABLE>
_______________
(1) Filed as an exhibit to the Form S-1 Registration
Statement (No. 333-26843), as amended through the date
hereof and incorporated herein by reference.
UNDERTAKINGS
(d) The undersigned registrant hereby undertakes:
a. 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 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. 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) ( 230.424(b) of this
chapter) 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.
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 (a)(i) and
(a)(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 issuer
pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in the registration
statement.
b. 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 herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
c. 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.
(e) 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 Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(f) Insofar as indemnification for liabilities arising
under the Securities Act 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 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.
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 February 4, 1998.
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.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ B. Kevin Kelly President and Chief February 4, 1998
B. Kevin Kelly Executive Officer
/s/ Philip S. Bushnell Chief Financial Officer February 4, 1998
Philip S. Bushnell Senior Vice President,
Finance and Administration,
Secretary and Director
(Principal Financial and
Accounting Officer)
/s/ Robert P. Cummins Chairman of the Board February 4, 1998
Robert P. Cummins
/s/ Carl Brockl Director February 4, 1998
Carl Brockl
/s/ William W. Boyle Director February 4, 1998
William W. Boyle
</TABLE>
EXHIBIT INDEX
<TABLE>
Exhibit
Number Description
<S> <C>
4.1(1) Amended and Restated Certificate of Incorporation of
Registrant.
4.2(1) Amended and Restated Bylaws of Registrant.
4.2(1) Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 Form of Stock Option outside the Amended and Restated 1997
Stock Option Plan.
</TABLE>
_______________
(1) Filed as an exhibit to the Form S-1 Registration Statement
(No.:333-26843), as amended through the date hereof and
incorporated herein by reference.
Exhibit 5.1
[Cooley Letterhead]
February 4, 1998
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
240,000 shares of Common Stock issuable outside the Amended and
Restated 1997 Stock Option Plan.
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
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
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, 1997 and 1996 appearing in the Registrant's annual report on Form
10-K for the year ended June 30, 1997, filed pursuant to the Exchange
Act.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
February 4, 1998
Exhibit 99.1
NONSTATUTORY STOCK OPTION
[________________], Optionee:
Sigma Circuits, Inc. (the "Company"), has this day granted to
you, the Optionee named above, an Option to purchase shares of the
common stock of the Company ("Shares"). This Option is not intended
to qualify and will not be treated as an "incentive stock Option"
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
The grant hereunder is subject to all of the provisions of the
Sigma Circuits, Inc. 1997 Nonstatutory Stock Option Supplementary
Terms and Conditions dated October 9, 1997 (the "Option Terms"), a
copy of which is attached hereto, and its provisions are hereby made a
part of this Option.
The details of your Option are as follows:
1. The total number of Shares subject to this Option is
[_____________]. The date that the vesting period begins for this
Option is October 9, 1997 (the "Vesting Period Commencement Date").
Subject to the limitations contained herein, fifty percent (50%) of
the total number of Shares subject to this Option shall become vested
and exercisable on October 9, 2000, which is three (3) years after the
Vesting Period Commencement Date, and the remaining fifty percent
(50%) will become vested and exercisable on October 9, 2001, which is
four (4) years after the Vesting Period Commencement Date, until
either (i) you cease to provide services for the Company for any
reason or (ii) this Option becomes fully vested.
2. (a) The exercise price of this Option is Eight and 875/1000
Dollars ($8.875) per Share, being the fair market value of a Share on
the date of grant of this Option.
(b) Payment of the exercise price per Share is due in full
upon exercise of all or any part of each installment which has accrued
to you. You may elect, to the extent permitted by applicable statutes
and regulations, to make payment of the exercise price under one of
the following alternatives:
(i) Payment of the exercise price per Share in cash
(including check) at the time of exercise;
(ii) Payment pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which results
in the receipt of cash (or check) by the Company prior to the issuance
of the Shares;
(iii) Provided that at the time of exercise the
Company's common stock is publicly traded and quoted regularly in the
Wall Street Journal, payment by delivery of already-owned Shares held
for the period required to avoid a charge to the Company's reported
earnings, and owned free and clear of any liens, claims, encumbrances
or security interests, which common stock shall be valued at its fair
market value on the date of exercise; or
(iv) Payment by a combination of the methods of payment
permitted by subparagraph 2(b)(i) through 2(b)(iii) above.
3. This Option may not be exercised for any number of Shares which
would require the issuance of anything other than whole Shares.
4. Notwithstanding anything to the contrary contained herein, this
Option may not be exercised unless the Shares issuable upon exercise
of this Option are then registered under the Securities Act of 1933,
as amended (the "Securities Act"), or, if such Shares are not then so
registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities
Act.
5. The term of this Option commences on the date hereof and,
unless sooner terminated as set forth herein, terminates on October 9,
2007. In no event may this Option be exercised on or after the date on
which it terminates.This Option shall terminate prior to the expiration
of its term as follows: three (3) months after the termination of your
Continuous Service (as defined in the Option Terms) for any reason or
for no reason unless:
(a) such termination of employment is due to your disability
(as defined in the Option Terms) in which event the Option shall
terminate on the earlier of the termination date set forth above or
twelve (12) months following such termination of employment; or
(b) such termination of employment is due to your death, in
which event the Option shall terminate on the earlier of the termination
date set forth above or eighteen (18) months after your death; or
(c) during any part of such three (3) month period the Option
is not exercisable solely because of the condition set forth in paragraph
4 above, in which event the Option shall not terminate until the earlier
of the termination date set forth above or until it shall have been
exercisable for an aggregate period of three (3) months after the
termination of employment.
However, this Option may be exercised following termination
of your Continuous Service only as to that number of Shares as to
which it was exercisable on the date of termination of your Continuous
Service under the provisions of paragraph 1 of this Option.
6. (a) This Option may be exercised, to the extent specified
above, by delivering a notice of exercise (in a form designated by
the Company) together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate, during
regular business hours, together with such additional documents as the
Company may then require pursuant to subparagraph 8(d) of the Option
Terms.
(b) You and the Company may agree that you may satisfy any
federal, state or local tax withholding obligation relating to the
exercise or acquisition of Shares under this Option by any of the
following means or by a combination of such means: (i) tendering a
cash payment, (ii) authorizing the Company to withhold Shares from the
Shares otherwise issuable to you as a result of the exercise or
acquisition of Shares under this Option or (iii) delivering to the
Company owned and unencumbered Shares, including by delivering to
the Company an attestation of ownership of owned and unencumbered
Shares in a form approved by the Company. By exercising this Option
you hereby agree that the Company may require you to enter an
arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason
of the exercise of this Option, the lapse of any substantial risk of
forfeiture to which the Shares are subject at the time of exercise
or the disposition of Shares acquired upon such exercise.
7. This Option is not transferable, except by will or by the laws
of descent and distribution or pursuant to a domestic relations order
as defined in the Code or Title I of the Employee Retirement Income
Security Act, and is exercisable during your life only by you or a
transferee pursuant to a domestic relations order. By delivering
written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this Option.
8. This Option is not an employment contract, and nothing in this
Option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or on the part
of the Company to continue your employment with the Company. In the
event that this Option is granted to you in connection with the
performance of services as a consultant, references to employment,
employee and similar terms shall be deemed to include the performance
of services as a consultant, provided, however, that no rights as an
employee shall arise by reason of the use of such terms.
9. Any notices provided for in this Option or the Option Terms
shall be given in writing and shall be deemed effectively given upon
receipt or,in the case of notices delivered by the Company to you, five
(5) days after deposit in the United States mail, postage prepaid,
addressed to you at the address specified below or at such other
address as you hereafter designate by written notice to the Company.
10. This Option is further subject to all interpretations,
amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Option Terms.
11. The provisions of this Option will be held in strictest
confidence by you and the Company and shall not be publicized or
disclosed in any manner whatsoever; provided, however, that: (a) you
may disclose this Option to your immediate family; (b) the parties may
disclose this Option in confidence to their respective attorneys,
accountants, auditors, tax preparers, and financial advisors; (c) the
Company may disclose this Option as necessary to fulfill standard or
legally required corporate reporting or disclosure requirements; and
(d) the parties may disclose this Option insofar as such disclosure
may be necessary to enforce its terms or as otherwise required by law.
In particular, and without limitation, you agree not to disclose the
provisions of this Option to any current or former Company employee or
other personnel.
Dated [_______________].
