As filed with the Securities and Exchange Commission on December 22, 1995
Registration No. ________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OPTICAL COATING LABORATORY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 68-0164244
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2789 NORTHPOINT PARKWAY
SANTA ROSA, CALIFORNIA 95407-7397
(Address of Principal Executive Offices)
HERBERT M. DWIGHT, JR.
Optical Coating Laboratory, Inc.
2789 Northpoint Parkway
Santa Rosa, California 95407-7397
(Name and address of agent for service)
Copies to:
JOHN V. ERICKSON
Collette & Erickson
555 California Street
San Francisco, California 94104
(415) 788-4646
Approximate date of commencement of proposed sale to the public is as soon
as practicable following the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit(a) price (a) fee
Common Stock,
$.01 par
value 1,142,857 $10.875 $12,428,569.88 $4,285.71
(a) Estimated solely for the purpose of determining the registration
fee. Pursuant to Section 6(b) of the Securities Act of 1933 and Rule
457(c) of the Securities Act Rules, the computation of fees is based upon
the average of the high and low prices on December 19, 1995, of the
Registrant's Common Stock as reported in The Wall Street Journal on
December 20, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to such Section 8(a), may determine.
CROSS-REFERENCE SHEET PURSUANT TO
ITEM 501(b) OF REGULATION S-K
ITEM NUMBER AND HEADING LOCATION OR CAPTION IN PROSPECTUS
1. Forepart of the Registration Cover Page
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front Cover and Outside Inside Front Cover
Back Cover Pages of Prospectus
3. Summary Information, Risk The Company
Factors and and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to
be Registered Not Applicable
10.Interest of Named Experts
and Counsel Not Applicable
11.Material Changes Not Applicable
12.Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
13.Disclosure of Commission Disclosure of Commission
Position on Disclosure of Position on Disclosure of
Indemnification for Securities Indemnification for Securities
Act Liabilities Act Liabilities
PROSPECTUS
1,142,857 SHARES
OPTICAL COATING LABORATORY, INC.
Common Stock
($.01 Par Value)
_________________
This Prospectus relates to 1,142,857 shares of Common Stock, $.01 par
value, of Optical Coating Laboratory, Inc. (the "Company") that are
issuable to the Selling Stockholders upon conversion, at the option of the
Selling Stockholders, of any or all of the 12,000 shares of 8% Series C
Convertible Redeemable Preferred Stock (the "Series C Preferred Stock")
held by each of them. The Company will receive none of the proceeds from
the sale of such shares. The Selling Stockholders acquired an aggregate of
12,000 shares of Series C Preferred Stock in a private placement pursuant
to a Purchase Agreement between the Selling Stockholders and the Registrant
dated as of May 1, 1995. Each share of Series C Preferred Stock is
convertible into approximately 95.238 shares of Common Stock, subject to
certain anti-dilution provisions, pursuant to which additional shares of
Common Stock may be issuable. See "Selling Stockholders" . Any additional
shares of Common Stock issuable as a result of the anti-dilution provisions
of the Series C Preferred Stock are being registered hereby pursuant to
Rule 416 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
The date of this Prospectus is December 22, 1995.
TABLE OF CONTENTS
PAGE IN
PROSPECTUS
AVAILABLE INFORMATION 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1
THE COMPANY 2
SELLING STOCKHOLDERS 2
PLAN OF DISTRIBUTION 3
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 3
AVAILABLE INFORMATION
OPTICAL COATING LABORATORY, INC. (hereinafter sometimes referred to as
"OCLI" or the "Company") is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission can be inspected
and copied at the Public Reference Room of the Commission, Judiciary Plaza,
450 5th Street, N.W., Washington, D.C. 20549; and at its regional offices
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission, Judiciary Plaza, 450 5th Street, N.W.,
Washington, D.C. 20549, at prescribed rates. This Prospectus does not
contain all the information set forth in the Registration Statement and
exhibits thereto which the Company has filed with the Commission under the
Securities Act to which reference is hereby made.
The Company's Common Stock, $.01 par value (the "Common Stock"), is
traded on the NASDAQ National Market System under the symbol "OCLI".
Reports and other information concerning the Company can be inspected at
this exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission: (1) the Company's annual
report on Form 10-K for the fiscal year ended October 31, 1994, filed
pursuant to Section 13(a) of the Exchange Act; (2) the Company's quarterly
reports on Form 10-Q for the fiscal quarters ended January 31, 1995, April
30, 1995, and July 31, 1995, filed pursuant to Section 13(a) of the
Exchange Act; (3) the Company's proxy statement dated March 10, 1995, filed
pursuant to Section 14 of the Exchange Act; and (4) the description of the
Company's Common Stock, registered under Section 12 of the Exchange Act,
which is contained in the registration statement filed under such Act,
including any amendment or report filed for the purpose of such
description.
All reports and definitive proxy or information statements
subsequently filed pursuant to Section 13(a), 13(c), 14 or 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 into this Prospectus and to be a part hereof from the date of
filing of such documents. See "Available Information." Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that the statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any person receiving a copy of this Prospectus may obtain without
charge, upon request, a copy of any of the documents or information
incorporated by reference herein, except for certain exhibits to such
documents. Written or telephone requests should be directed to Agie
Navarro, Assistant Secretary, Optical Coating Laboratory, Inc., 2789
Northpoint Parkway, Santa Rosa, California 95407-7397, Telephone: (707) 545-
6440.
THE COMPANY
The Company was incorporated in Delaware in 1948, was reincorporated
in California in 1963 and, in 1987, was again reincorporated in Delaware.
The Company is engaged primarily in the design, development, manufacture
and marketing of multi-layer optical thin film coated products which are
used to affect and control light. Its principal offices and manufacturing
facilities are at 2789 Northpoint Parkway, Santa Rosa, California 95407-
7397, Telephone: (707) 545-6440. The Company also has manufacturing
facilities and distribution subsidiaries throughout Europe. At October 31,
1994, the Company, including its subsidiaries, had approximately 1,162
employees.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders as of the date of this Prospectus:
NO. OF NO. OF
SHARES OF SHARES
CONVERTIBLE OF COMMON
PREFERRED STOCK NO. OF PERCENT OF
STOCK OFFERED SHARES CLASS
HELD PURSUANT OF COMMON OWNED
PRIOR TO TO THIS STOCK AFTER AFTER
NAME OFFERING PROSPECTUS OFFERING OFFERING
NAP & COMPANY 3,500 333,333 0 0
as nominee for the
Delaware State Employees'
Retirement Fund
c/o Pecks Management
Partners Ltd.
One Rockefeller Plaza,
Suite 320
New York, NY 10020
FUELSHIP & COMPANY 750 71,428 0 0
as nominee for the
Declaration of
Trust for Defined
Benefit Plans of
Zeneca Holdings, Inc.
c/o Pecks Management
Partners Ltd.
One Rockefeller Plaza,
Suite 320
New York, NY 10020
BARNETT & CO. 4,000 380,952 0 0
c/o Bankers Trust Company
14 Wall Street, M/S 4042
4th Floor, WDW #61
New York, NY 10013
GOLDEN GATE DEVELOPMENT
AND INVESTMENT LIMITED
PARTNERSHIP 747 71,142 0 0
c/o Advent International
Corporation
101 Federal Street
Boston, MA 02110
ADVENT PERFORMANCE
MATERIALS
LIMITED PARTNERSHIP 643 61,238 0 0
c/o Advent International
Corporation
101 Federal Street
Boston, MA 02110
ADVENT INTERNATIONAL
INVESTORS II
LIMITED PARTNERSHIP 10 952 0 0
c/o Advent International
Corporation
101 Federal Street
Boston, MA 02110
ADWEST LIMITED
PARTNERSHIP 350 33,333 0 0
c/o Advent
International
Corporation
101 Federal Street
Boston, MA 02110
LION INVESTMENT LIMITED 1,000 95,238 0 0
33 Robert Adam Street
London, England W1M5AH
MODERN WOODMAN OF AMERICA 1,000 95,238 0 0
1701 2nd Avenue
Rock Island, IL 61201
The 1,142,857 shares of Common Stock, $.01 par value, offered hereby
are issuable to the Selling Stockholders upon conversion of the shares of
Series C Preferred Stock held by each of the Selling Stockholders. The
Series C Preferred Stock may be converted at any time into such number of
fully paid and nonassessable shares of Common Stock equal to the
"Conversion Ratio" in effect at the time of conversion. The Conversion
Ratio of each share of Series C Preferred Stock is the amount of $1,000,
together with the amount of any dividends accrued and unpaid thereon to the
Conversion Date, divided by the Conversion Price, with the initial
Conversion Price being an amount equal to $10.50.
At the date of this Prospectus, each share of Series C Preferred Stock
is convertible into approximately 95.238 shares of Common Stock. In lieu
of fractional shares, each holder will receive cash. The Conversion Price
is subject to adjustment in certain events, including (i) the issuance of
"Additional Shares of Common Stock," as such term is defined in the
Certificate of Designation, Preferences and Rights of the Series C
Preferred Stock (the "Certificate of Designation"), for a consideration per
share less than the "Market Price," as such term is defined in the
Certificate of Designation, of the Common Stock; (ii) the issuance of
Additional Shares of Common Stock at a price per share less than $7.50
regardless of what the Market price of the Common Stock is on the date of
such issuance; (iii) certain issuances of options, warrants or convertible
securities; (iv) the issuance of Additional Shares of Common Stock as a
dividend or other distribution, or the subdivision or combination of Common
Stock; or (v) if OCLI suffers a "Change in Control," as defined in the
Certificate of Designation, at a time when the Market Price per share of
the Common Stock is less than the Conversion Price then in effect.
In addition to the conversion rights, the holders of Series C
Preferred Stock are entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available therefor, cumulative
dividends at the rate of $80 per share per annum, payable quarterly. The
holders of the Series C Preferred Stock, except as otherwise specifically
provided by law or by the provisions of the Series C Preferred Stock, are
not entitled to vote on any matter. Nonetheless, in the event dividends
shall be in arrears in an amount equal to four quarterly dividends, a
default period will begin which will extend until such time as all accrued
and unpaid dividends shall have been declared and paid or set apart for
payment. During a default period, the holders of Series C Preferred Stock,
voting as a class, will have the right to elect the greater of two
directors or a whole number of directors not less than 25% of the total
number of authorized directors.
The Company, at its option, beginning on May 9, 1997, may redeem
shares of Series C Preferred Stock by paying in cash an amount equal to
$1,080 per share, declining in equal annual increments of $20 to $1,000 per
share beginning on May 9, 2000. The Company may not exercise its
redemption right until May 9, 1997, unless at any time during the period
between May 9, 1996 and May 9, 1997, the average closing price of the
Common Stock of the Company for any 20 consecutive trading days is greater
than $17 per share.
The foregoing is a summary of the rights, preferences and privileges of the
Series C Preferred Stock and is qualified in its entirety by the
Certificate of Designation.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to
time by the Selling Stockholders described herein, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one
or more exchanges or in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The shares may be sold by one
or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus; (c) an exchange
distribution in accordance with the rules of such exchange, and (d)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting the sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this prospectus.
Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer,
a supplemented prospectus will be filed, if required, pursuant to Rule
424(c) under the Act, disclosing (I) the name of each such Selling
Stockholder and of the participating broker-dealer(s), (ii) the number of
shares involved, (iii) the price at which such shares were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct
any investigation to verify the information set out or incorporated by
reference in this prospectus, and (vi) other facts material to the
transaction.
There is no assurance that any of the Selling Stockholders will sell
any or all of the shares of Common Stock offered hereby.
The Company has agreed to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock offered
hereby, except that the Selling Stockholders shall be responsible for all
selling commissions, transfer taxes and related charges in connection with
the offer and sale of such securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
In June 1986, Delaware enacted legislation which authorizes
corporations to eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach or
alleged breach of directors' fiduciary "duty of care." Under prior
Delaware law, directors were accountable to corporations and their
stockholders for monetary damages for conduct constituting gross negligence
in the exercise of their duty of care. Although the new statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. Numerous
lawsuits alleging breach of directors' duty of care have been filed in
connection with corporate mergers and acquisitions. The new statute
permits corporations to limit available remedies of stockholders in
connection with these transactions, as well as in other circumstances. The
legislation has no effect on director's liability for (1) breach of the
director's duty of loyalty, (2) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, (3) a
corporation's illegal payment of dividends, and (4) approval of any
transaction from which the director derives an improper personal benefit.
The statute will have no effect on claims arising under the federal
securities laws.
In connection with the Company's reincorporation in Delaware in
November 1987, the Company included in its Certificate of Incorporation a
provision limiting directors' liability to the greatest extent permitted by
Delaware corporate law. In addition, the Certificate of Incorporation and
the Company's Bylaws provide that the Company will indemnify its directors
and officers to the fullest extent permitted under Delaware law, including
circumstances in which indemnification is otherwise discretionary. The
Company submitted these charter and Bylaw provisions to its stockholders,
who approved them in March 1987. In addition, the Company has entered into
separate Indemnification Agreements with its directors and officers to the
full extent permitted by applicable law and the Company's Certificate of
Incorporation. The general effect of the indemnification provisions of the
Bylaws and the Indemnification Agreements is to require the Company, among
other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as
directors or officers (provided the officer or director acted in good faith
and in a manner he or she believed to be in or not opposed to the best
interests of the Company and, with respect to a criminal proceeding,
provided he or she had no reasonable cause to believe that the conduct was
unlawful), and to advance their expenses (including attorneys' fees)
incurred as a result of any proceeding against them as to which they could
be indemnified. The Company believes that its charter and Bylaw provisions
and the separate Indemnification Agreements are necessary to attract and
retain qualified persons as directors and officers.
At present, the Company is not aware of any threatened litigation or
proceeding which could result in a claim for indemnification by any
director or officer.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection
with the offering described in this Registration Statement:
Securities and Exchange
Commission Fee $4,285.71
Printing Expenses 100.00
Blue Sky Fees and Expenses - 0 -
Legal Fees and Expenses 3,000.00
Accounting Fees and Expenses 200.00
Total $7,585.71
INDEMNIFICATION OF DIRECTORS AND OFFICERS
In June 1986, Delaware enacted legislation which authorizes
corporations to eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach or
alleged breach of directors' fiduciary "duty of care." Under prior
Delaware law, directors were accountable to corporations and their
stockholders for monetary damages for conduct constituting gross negligence
in the exercise of their duty of care. Although the new statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. Numerous
lawsuits alleging breach of directors' duty of care have been filed in
connection with corporate mergers and acquisitions. The new statute
permits corporations to limit available remedies of stockholders in
connection with these transactions, as well as in other circumstances. The
legislation has no effect on director's liability for (1) breach of the
director's duty of loyalty, (2) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, (3) a
corporation's illegal payment of dividends, and (4) approval of any
transaction from which the director derives an improper personal benefit.
The statute will have no effect on claims arising under the federal
securities laws.
In connection with the Company's reincorporation in Delaware in
November 1987, the Company included in its Certificate of Incorporation a
provision limiting directors' liability to the greatest extent permitted by
Delaware corporate law. In addition, the Certificate of Incorporation and
the Company's Bylaws provide that the Company will indemnify its directors
and officers to the fullest extent permitted under Delaware law, including
circumstances in which indemnification is otherwise discretionary. The
Company submitted these charter and Bylaw provisions to its stockholders,
who approved them in March 1987. In addition, the Company has entered into
separate Indemnification Agreements with its directors and officers to the
full extent permitted by applicable law and the Company's Certificate of
Incorporation. The general effect of the indemnification provisions of the
Bylaws and the Indemnification Agreements is to require the Company, among
other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as
directors or officers (provided the officer or director acted in good faith
and in a manner he or she believed to be in or not opposed to the best
interests of the Company and, with respect to a criminal proceeding,
provided he or she had no reasonable cause to believe that the conduct was
unlawful), and to advance their expenses (including attorneys' fees)
incurred as a result of any proceeding against them as to which they could
be indemnified. The Company believes that its charter and Bylaw provisions
and the separate Indemnification Agreements are necessary to attract and
retain qualified persons as directors and officers.
At present, the Company is not aware of any threatened litigation or
proceeding which could result in a claim for indemnification by any
director or officer.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933.
EXHIBITS
1 Not Applicable
2 Not Applicable
4(a) Restated Certificate of Incorporation dated June 10, 1988.
Incorporated by reference to Exhibit 4(a) of Registrant's Form 10-Q
for the quarter ended July 31, 1988.
4(b) Bylaws. Incorporated by reference to Registrant's Form 8-K dated
November 2, 1987.
4(c) Rights Agreement between Registrant and First Interstate Bank of
California dated November 25, 1987. Incorporated by reference to
Exhibit 4 of Registrant's Form 10-K for the fiscal year ended October
31, 1987.
4(d) Stock Purchase Agreement dated as of February 8, 1995 by and between
the Registrant, Netra Corporation and the Sellers as identified on the
signature page of said agreement, each a shareholder of Netra
Corporation, for the purchase by the Registrant of all of the shares
of common and preferred stock of Netra Corporation. Incorporated by
reference to Exhibit (4) of Registrant's Form 10-Q for the quarter
ended April 30, 1995.
4(e) Optical Coating Laboratory, Inc. 12,000 shares of 8% Series C
Convertible Redeemable Preferred Stock Purchase Agreement among the
Registrant and the investors named therein dated as of May 1, 1995.
Incorporated by reference to Exhibit 4(e) of Registrant's Form S-8
dated July 6, 1995.
4(f) Certificate of Designation, Preferences and Rights of Series C
Convertible Redeemable Preferred Stock of Optical Coating Laboratory,
Inc. dated May 2, 1995. Incorporated by reference to Exhibit 4(f) of
Registrant's Form S-8 dated July 6, 1995.
5 Opinion and consent of Collette & Erickson.
8 Not Applicable
12 Not Applicable
15 Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Counsel (See Exhibit 5, above).
24 Power of Attorney
25 Not Applicable
26 Not Applicable
27 Not Applicable
28 Not Applicable
99 Not Applicable
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) Not applicable;
(ii) Not applicable;
(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;
(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.
(h) 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 provision,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as 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 Act and will be governed by the final
adjudication of such issue.
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-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Rosa, State of California,
on the 22nd day of December 1995.
OPTICAL COATING LABORATORY, INC.
By /s/JOHN M. MARKOVICH
John M. Markovich
Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears above or below hereby appoints John V. Erickson, Joseph C. Zils,
John M. Markovich or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his
name, place and stead, in any and all capacities, to sign and file any and
all amendments to this registration statement under the Securities Act of
1933, and all exhibits and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-
fact and agent 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 full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute or substitutes, 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
Chairman of the Board,
President and
/s/HERBERT M. DWIGHT, JR. Chief Executive Officer December 22, 1995
Herbert M. Dwight, Jr. (Principal Executive
Officer)
Vice President, Finance
/s/JOHN M. MARKOVICH and Chief Financial Officer December 22, 1995
John M. Markovich (Principal Financial Officer)
Vice President and
/s/JOSEF WALLY Corporate Controller December 22, 1995
Josef Wally (Principal Accounting Officer)
Vice President
/s/JOHN MCCULLOUGH and Director December 22, 1995
John McCullough (Director)
/s/DOUGLAS C. CHANCE Director December 22, 1995
Douglas C. Chance (Director)
/s/JULIAN SCHROEDER Director December 22, 1995
Julian Schroeder (Director)
/s/RENN ZAPHIROPOULOS Director December 22, 1995
Renn Zaphiropoulos (Director)
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
1 Not Applicable
2 Not Applicable
4(a) Restated Certificate of Incorporation dated June 10, 1988.
Incorporated by reference to Exhibit 4(a) of Registrant's Form
10-Q for the quarter ended July 31, 1988.
4(b) Bylaws. Incorporated by reference to Registrant's Form 8-K dated
November 2, 1987.
4(c) Rights Agreement between Registrant and First Interstate Bank of
California dated November 25, 1987. Incorporated by reference to
Exhibit 4 of Registrant's Form 10-K for fiscal year ended October
31, 1987.
4(d) Stock Purchase Agreement dated as of February 8, 1995 by and
between the Registrant, Netra Corporation and the Sellers as
identified on the signature page of said agreement, each a
shareholder of Netra Corporation, for the purchase by the
Registrant of all of the shares of common and preferred stock of
Netra Corporation. Incorporated by reference to Exhibit (4) of
Registrant's Form 10-Q for the quarter ended April 30, 1995.
4(e) Optical Coating Laboratory, Inc. 12,000 shares of 8% Series C
Convertible Redeemable Preferred Stock Purchase Agreement among
the Registrant and the investors named therein dated as of May 1,
1995. Incorporated by reference to Exhibit 4(e) of Registrant's
Form S-8 dated July 6, 1995.
4(f) Certificate of Designation, Preferences and Rights of Series C
Convertible Redeemable Preferred Stock of Optical Coating
Laboratory, Inc. dated May 2, 1995. Incorporated by reference to
Exhibit 4(e) of Registrant's Form S-8 dated July 6, 1995.
5 Opinion and consent of Collette & Erickson. PAGE 17
8 Not applicable
12 Not applicable
15 Letter of Deloitte & Touche LLP regarding unaudited interim
financial information. PAGE 18
23(a) Consent of Deloitte & Touche LLP PAGE 19
23(b) Consent of Counsel (See Exhibit 5, above).
24 Power of Attorney PAGE 14
25 Not Applicable
26 Not Applicable
27 Not Applicable
28 Not Applicable
99 Not Applicable
December 20, 1995
Joseph C. Zils, Vice President
and General Counsel
Optical Coating Laboratory, Inc.
2789 Northpoint Parkway
Santa Rosa, California 95407-7397
RE: ISSUANCE OF SECURITIES ON FORM S-3
REGISTRATION STATEMENT
Dear Mr. Zils:
This letter is written to you in connection with the filing on or
about December 21, 1995, of a Registration Statement on Form S-3 with
the Securities and Exchange Commission relating to the offer and sale
of up to 1,142,857 shares of Common Stock (the "Conversion Shares") of
Optical Coating Laboratory, Inc. (the "Company"), $.01 par value. The
Conversion Shares are issuable upon conversion of the Company's Series
C Cumulative Convertible Preferred Stock (the "Series C Preferred
Stock") issued in a private placement made solely to accredited
investors on May 8, 1995.
As counsel for the Company we have examined, among other things,
originals or copies identified to our satisfaction as being true
copies of the above-referenced Registration Statement, the Certificate
of Incorporation and Bylaws of the Company, the Certificate of
Designation, Preferences and Rights of the Series C Preferred Stock,
the corporate resolutions adopted by the Board of Directors of OCLI on
March 30, 1995 and those adopted by the Board of Directors on May 1,
1995, approving the issuance of the shares of the Series C Preferred
Stock to the "Selling Stockholders," as such term is defined in the
Registration Statement, and other pertinent documents and instruments
of the Company. In addition to such examination, we have obtained
from Officers of the Company other such information and advice as we
have deemed necessary for purposes of this opinion.
On the basis of the foregoing and our examination and
consideration of such other factual and legal matters as we have
deemed appropriate in the premises, we are of the opinion that the
Conversion Shares have been duly authorized and reserved for issuance
and that the Conversion Shares, when issued in accordance with the
terms of the Series C Preferred Stock, will be legally issued, fully
paid and non-assessable.
We consent to the filing of this letter with the Securities and
Exchange Commission as an exhibit to the aforementioned Registration
Statement.
Very truly yours,
/s/COLLETTE & ERICKSON
Collette & Erickson
JVE:JGP:mj
OCLI 1.722
EXHIBIT 15
Optical Coating Laboratory, Inc.
Santa Rosa, California
We have reviewed, in accordance with standards established by the
American Institute of Certified Public Accountants, the unaudited
interim financial information of Optical Coating Laboratory, Inc. and
subsidiaries for the periods ended January 31, 1995, April 30, 1995
and July 31, 1995, as indicated in our reports dated February 15,
1995, May 22, 1995 and August 17, 1995, respectively; because we did
not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included
in your quarterly reports on Form 10-Q for the quarters ended January
31, 1995, April 30, 1995 and July 31, 1995, are incorporated by
reference in this Registration Statement on Form S-3.
We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part of
the Registration Statement prepared or certified by an accountant or a
report prepared or certified by an accountant within the meaning of
Sections 7 and 11 of that Act.
/S/DELOITTE & TOUCHE LLP
December 21, 1995
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Optical Coating Laboratory, Inc. on Form S-3 of our
report dated December 14, 1994, appearing in the Annual Report on Form
10-K of Optical Coating Laboratory, Inc. for the year ended October
31, 1994.
/S/DELOITTE & TOUCHE
December 21, 1995
