Registration No. 333-09925
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
FORM S-4
Registration Statement
Under
The Securities Act of 1933
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Optical Coating Laboratory, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 3827 68-0164244
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
2789 Northpoint Parkway
Santa Rosa, CA 95407-7397
(707) 545-6440
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Joseph C. Zils
Vice President, General Counsel and Secretary
Optical Coating Laboratory, Inc.
2789 Northpoint Parkway
Santa Rosa, CA
(707) 545-6440
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John V. Erickson, Esq. Robert DeN. Cope, Esq.
Collette & Erickson LLP 44 Elm Street
555 California Street Suite 503
Suite 4350 Worcester, MA 01609-2523
San Francisco CA 94101-1791
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Approximate date of commencement of proposed sale
of the securities to the public:
As soon as practicable after the Registration Statement has become effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
<CAPTION>
Title of each Proposed Maximum Proposed Maximum
class of securities Amount to be Offering Price Aggregate Offering Amount of
to be registered Registered Per Share (1) Price (1) Registration Fee
- ---------------- ------------ ---------------- ------------------ ----------------
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 1,930,869 $1.94 $3,742,000 $1291.69
par value per share
================================================================================================================================
<FN>
(1) Estimated solely for the purpose of determining the registration fee
in accordance with Rule 457(f)(2) under the Securities Act of 1933,
based upon the book value as of March 31, 1996, the latest practicable
date, of the securities to be cancelled in the exchange.
</FN>
</TABLE>
This Registration Statement shall hereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933.
The Exhibit Listing appears on Pages 111-113.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Santa Rosa, California,
on this 6th day of September, 1996.
Optical Coating Laboratory, Inc.
By: /s/Joseph C. Zils
------------------------------------
Joseph C. Zils
Vice President, General Counsel
and Corporate Secretary
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chairman of the Board, President,
and Chief Executive Officer
(Principal Executive and
/s/Herbert M. Dwight, Jr. Operating Officer) September 6,1996
- -----------------------------
Herbert M. Dwight, Jr.
Vice President, Finance
and Chief Financial Officer
(Principal Financial and
/s/John M. Markovich Accounting Officer) September 6, 1996
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John M. Markovich
/s/John McCullough Director and Vice President September 6, 1996
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John McCullough
/s/Douglas C. Chance Director September 6, 1996
- -----------------------------
Douglas C. Chance
/s/Julian Schroeder Director September 6, 1996
- -----------------------------
Julian Schroeder
/s/Renn Zaphiropoulos Director September 6, 1996
- -----------------------------
Renn Zaphiropoulos
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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2 Agreement and Plan of Merger by and among Optical Coating Laboratory,
Inc., a Delaware corporation, OCA Acquisition Corp., a Delaware
corporation, and Optical Corporation of America, a Massachusetts
corporation, dated June 28, 1996.
3.1 Articles of Organization of Optical Corporation of America dated May
13. 1985, as amended, June 18, 1985, July 24, 1986 and October 29,
1990.
3.2 By-Laws of Optical Corporation of America, as amended.
4.1 Rights Agreement between the Registrant and First Interstate Bank of
California dated November 25, 1987. Incorporated by reference to
Exhibit (4) of the Registrant's Form 10-K for the year ended October
31, 1987.
4.2 Note Purchase Agreement(s) dated as of May 27, 1994 for the private
placement of $18,000,000 of 8.71% Senior Notes due June 1, 2002 between
the Registrant and Connecticut Mutual Life Insurance Company, Modern
Woodman of America and American Life and Casualty Insurance Company.
Incorporated by reference to Exhibit (4)(a) of the Registrant's Form
10-Q for the quarter ended July 31, 1994.
4.3 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 the Registrant's Form 10-Q for the quarter
ended April 30, 1995.
4.4 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.
4.5 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.
10(a) Loan and Security Agreement between Silicon Valley Bank and Optical
Corporation of America dated May 27, 1994, as amended November 27,
1995.
<PAGE>
10(b) Warrant to Purchase Stock issued to Silicon Valley Bank by Optical
Corporation of America dated May 27, 1994.
10(c) Registration Rights Agreement between Silicon Valley Bank and Optical
Corporation of America dated May 27, 1994.
10(d) Anti-Dilution Agreement between Silicon Valley Bank and Optical
Corporation of America dated May 27, 1994.
10(e) Collateral Assignment, Patent Mortgage and Security Agreement between
Silicon Valley Bank and Optical Corporation of America dated May 27,
1994.
10(f) Promissory Note between General Electric Capital Corporation and
Optical Corporation of America dated June 23, 1994.
10(g) Master Security Agreement between General Electric Capital Corporation
and Optical Corporation of America dated June 21, 1994.
10(h) Inter-Creditor Agreement between General Electric Capital Corporation
and Optical Corporation of America dated June 21, 1994.
10(i) Promissory Note between General Electric Capital Corporation and
Optical Corporation of America dated December 28, 1995.
10(j) Cross-Collateral and Cross-Default Agreement between General Electric
Capital Corporation and Optical Corporation of America dated December
28, 1995.
10(k) Promissory Note between Perkin-Elmer Corporation and Optical
Corporation of America dated February 1, 1994.
10(l) Subordinated Note and Warrant Purchase Agreement between Massachusetts
Capital Resource Company and Optical Corporation of America dated May
28, 1992, as amended on March 14, 1994, June 30, 1994, September 30,
1994, July 20, 1995 and August 30, 1995.
10(m) Subordinated Note Due 1999 Issued to Massachusetts Capital Resource
Company By Optical Corporation of America dated May 28, 1992.
10(n) Common Stock Purchase Warrant Issued to Massachusetts Capital Resource
Company By Optical Corporation of America dated May 28, 1992.
10(o) Security Agreement between Massachusetts Capital Resource Company and
Optical Corporation of America dated March 15, 1994.
<PAGE>
10(p) Subordinated Note and Warrant Purchase Agreement between Massachusetts
Capital Resource Company and Optical Corporation of America dated June
30, 1993.
10(q) Patent Licensing Agreement between John Wilbur Hicks and Optical
Corporation of America dated May 30, 1995.
10(r) Agreement between John Wilbur Hicks and Optical Corporation of America
dated February 21, 1995.
11 Computation of per share earnings. Incorporated by reference to Exhibit
11 of Optical Coating Laboratory, Inc.'s Form 10-Q for the quarter
ended April 28, 1996.
13(a) Registrant's 1995 Annual Report to Stockholders for the fiscal year
ended October 31, 1995, not deemed to be filed herein except for
certain portions which have been incorporated herein by reference.
Incorporated by reference to the Registrant's Form 10- K for the year
ended October 31, 1995.
13(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 28, 1996 incorporated herein by reference.
13(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended April
28, 1996 incorporated herein by reference.
23(a) Consent of Deloitte & Touche LLP, San Francisco, California.
23(b) Consent of Deloitte & Touche LLP, Costa Mesa, California.
23(c)+ Consent of KPMG Peat Marwick LLP, San Francisco, California.
23(d)+ Consent of Counsel, Collette & Erickson, San Francisco, California
(included in Exhibit 5).
27 Not applicable.
99 Form of proxy.
+ Items not previously filed.
September 6, 1996
Optical Coating Laboratory, Inc.
2789 Northpoint Parkway
Santa Rosa, California 95407-7397
Re: Registration Statement on Form S-4
for 1,930,869 Shares of Common Stock
------------------------------------
Dear Ladies and Gentlemen:
We have acted as counsel to Optical Coating Laboratory, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, on Form S-4 (the "Registration
Statement"), of 1,930,869 shares of Common Stock, par value $.01 per share (the
"Shares"), of the Company to be issued in connection with the merger of a wholly
owned subsidiary of the Company with and into Optical Corporation of America
(the "Merger").
We have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the issuance of the Shares. We have also
examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all investigations
of law and have discussed with the Company's representatives all questions of
fact that we have deemed necessary or appropriate.
Based upon and subject to the foregoing and our examination and
consideration of such other factual and legal matters as we have deemed
appropriate and subject to receipt from the Securities and Exchange Commission
of an order declaring the Registration Statement effective, we are of the
opinion that the Shares when issued will have been duly authorized by the
Company and that all of the Shares, when issued in connection with the Merger
and as contemplated in the Registration Statement, will be legally issued, fully
paid and nonassessable.
<PAGE>
Optical Coating Laboratory, Inc.
September 6, 1996
Page 7
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement, and we further
consent to the reference to our firm contained in the Registration Statement and
in the Prospectus filed as part thereof.
Very truly yours,
/s/Collette & Erickson
Collette & Erickson
JVE:rg
OCLI 1.404
ACCOUNTANTS' CONSENT
The Board of Directors
Optical Coating Laboratory, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
San Francisco, California
September 5, 1996
