As filed with the Securities and Exchange Commission on July 20, 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 (I.R.S. 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
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price offering registration
to be registered registered per unit(a) price(a) fee
Common Stock,
$.01 par value 164,735 shares $11.00 $1,812,085 $624.86
(a) Estimated solely for the purpose of determining the registration fee.
Pursuant to Section 6(b) of the Securities Act of 1933 and Rule 457(c) of
the Securities Act Rules, the computation of fees is based upon the average
of the high and low prices on July 18, 1995, of the Registrant's Common
Stock as reported in The Wall Street Journal on July 19, 1995.
CROSS-REFERENCE SHEET PURSUANT TO
ITEM 501(b) OF REGULATION S-K
Item Number and Heading Location or Caption in Prospectus
1. Forepart of the Registration Cover Page
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front Cover and Outside
Back Cover Pages of Prospectus Inside Front Cover
3. Summary Information, Risk The Company
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to
be Registered Not Applicable
10. Interest of Named Experts
and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Disclosure of Commission
Position on Indemnification for Position on Indemnification for
Securities Act Liabilities Securities Act Liabilities
PROSPECTUS
164,735 Shares
OPTICAL COATING LABORATORY, INC.
Common Stock
($.01 Par Value)
_________________
This Prospectus relates to shares of Common Stock, $.01 par value, of
Optical Coating Laboratory, Inc. (the "Company") that are being offered by
the Selling Stockholders. The Company will receive none of the proceeds
from the sale of such shares. The Selling Stockholders obtained these
shares as partial payment in connection with the Company's purchase of
Netra Corporation from, among other individuals, the Selling Stockholders.
See "Selling Stockholders" .
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 July 20, 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 Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborne Street, Chicago, Illinois 60604, and 26 Federal Plaza, New York,
New York 10278. 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 of 1933, as amended, 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 Current
Report on Form 8-K dated May 8, 1995, filed pursuant to Section 13(a) of
the Exchange Act; (3) the Company's quarterly reports on Form 10-Q for the
fiscal quarters ended January 31, 1995 and April 30, 1995, filed pursuant
to Section 13(a) of the Exchange Act; (4) the Company's proxy statement
dated March 10, 1995, filed pursuant to Section 14 of the Exchange Act; and
(5) 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, and, through its wholly-owned German
subsidiary, glass fabrication. 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 and parts of
Asia. 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:
Name No. of Shares No. of Shares No. of Share Percent of
of Common of Common of Common Class Owned
Stock Prior Stock Offered Stock After After Offering
to Offering Pursuant to Offering
this Prospectus
Canaan Venture
Limited Partnership 48,597 48,597 0 0
c/o Canaan Partners
2884 Sand Hill Road
Suite 115
Menlo Park, CA 94025
Canaan Venture
Offshore Limited
Partnership C.V. 116,138 116,138 0 0
c/o Canaan Partners
2884 Sand Hill Road
Suite 115
Menlo Park, CA 94025
The 164,735 shares offered hereby were delivered on July 10, 1995 to
the Selling Stockholders as partial payment in connection with the purchase
by the Company of all of the outstanding shares of capital stock of Netra
Corporation, Mountain View, California. In accordance with the Stock
Purchase Agreement dated February 8, 1995 among the Company, the Selling
Stockholders, and the other shareholders of Netra Corporation, the Company
issued that number of shares of its Common Stock with an aggregate fair
market value of $1,585,230 as of July 1, 1995. The fair market value of the
Company's Common Stock was determined by taking the average between the bid
and ask prices for the preceding 30 business days as reported by the
National Association of Securities Dealers Automated Quotation System, Inc.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that they
intend to sell all or a portion of the Common Stock offered hereby through
brokers at prices prevailing at the time of such sales. The closing price
of the Common Stock of the Company on July 19, 1995 was $10.125.
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 $ 625
Printing Expenses 100
Blue Sky Fees and Expenses - 0 -
Legal Fees and Expenses 1,000
Accounting Fees and Expenses 200
Total $ 1,925
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 (See page II-5).
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) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(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 (a)(1)(i) and (a)(1)(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.
(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 indemnificatiaon 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 19th day of July 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
_____________________Chief Executive Officer July 19, 1995
Herbert M. Dwight, Jr.
Vice President, Finance
____________________and Chief Financial Officer July 19, 1995
John M. Markovich
Vice President and
______________________Corporate Controller July 19, 1995
Josef Wally
Vice President
_________________________ and Director July 19, 1995
John McCullough
_________________________ Director July 19, 1995
Douglas C. Chance
_________________________ Director July 19, 1995
Julian Schroeder
_________________________ Director July 19, 1995
Renn Zaphiropoulos
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. 13
8 Not applicable
12 Not applicable
15 Letter of Deloitte & Touche LLP regarding unaudited interim
financial information. 15
23(a) Consent of Deloitte & Touche LLP 16
23(b) Consent of Counsel (See Exhibit 5, above).
24 Power of Attorney (See page II-5)
25 Not Applicable
26 Not Applicable
27 Not Applicable
28 Not Applicable
99 Not Applicable
Joseph C. Zils, Vice President
and General Counsel
July 19, 1995
Page 2
July 19, 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 July 20, 1995, of a Registration Statement on Form S-3 with the
Securities and Exchange Commission for the purpose of registering
Common Stock of Optical Coating Laboratory, Inc. (the "Company"), $.01
par value, to be offered by Canaan Venture Limited Partnership and
Canaan Venture Offshore Limited Partnership C.V., which shares were
issued to Canaan Venture Limited Partnership and Canaan Venture
Offshore Limited Partnership C.V. by the Company in connection with
the acquisition by the Company of all of the issued and outstanding
shares of capital stock of Netra Corporation.
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 corporate resolutions
adopted by the Board of Directors of OCLI on December 16, 1994,
approving the issuance of the shares of the Company's Common Stock to
Canaan Venture Limited Partnership and Canaan Venture Offshore Limited
Partnership C.V., 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
shares to be registered will, when sold pursuant to the Registration
Statement, 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,
Collette & Erickson
JVE:JGP:tm
OCLI 1.486
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 and 1994 and April
30, 1995 and 1994 as indicated in our reports dated February 15, 1995
and May 22, 1995, respectively; because we did not perform an audit,
we expressed no opinion on such interim financial 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 and April 30, 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.
DELOITTE & TOUCHE LLP
San Francisco, California
July 20, 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.
DELOITTE & TOUCH LLP
San Francisco, California
July 20, 1995
