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As filed with the Securities and Exchange Commission on July 22, 1996
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PACIFIC SCIENTIFIC COMPANY
(Exact name of registrant as specified in its charter)
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California 94-0744970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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620 Newport Beach Drive
Newport Beach, California 92660
(Address, including zip code, of Principal Executive Offices)
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PACIFIC SCIENTIFIC COMPANY 1995 STOCK OPTION PLAN
(Full title of the plan)
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<S> <C>
Richard V. Plat Copies to:
Executive Vice President & Secretary Stephen D. Cooke, Esq.
Pacific Scientific Company Paul, Hastings, Janofsky & Walker
620 Newport Center Drive 695 Town Center Drive
Suite 700 Seventeenth Floor
Newport Beach, California 92660 Costa Mesa, California 92626
(714) 720-1714 (714) 668-6200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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<S> <C> <C> <C>
Common Stock, par value
$1.00 per share 400,000(2) $11.50 $4,600,000 $1,587
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933, as amended. The Proposed Maximum Aggregate Offering Price is based
on the average of the high and low prices on the New York Stock Exchange
Composite Transaction Report on July 16, 1996 of $11.50 per share
with respect to 400,000 shares issuable pursuant to options under the 1995
Stock Option Plan.
(2) This Registration Statement covers, in addition to such number of shares
issuable upon exercise of the options to be granted under the 1995 Stock
Option Plan, an indeterminate number of additional shares which may become
subject to options as a result of the adjustment provisions of the plan.
The registration fee is calculated only on the stated number of shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:
(a) The Annual Report on Form 10-K of Pacific Scientific Company (the
"Company") for the fiscal year ended December 29, 1995, filed with
the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1996, filed with the Commission pursuant
to the Exchange Act;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Company's Annual Report on Form 10-K referred to in (a) above;
(d) The description of the Common Stock contained in the Company's
Form 8-A filed with the Commission on November 12, 1979; and
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(e) The description of the rights to purchase Series A Junior
Participating Preferred Stock contained in the Company's Form 8-A
filed with the Commission on November 22, 1988, as amended by the
Company's Form 8 filed with the Commission on December 21, 1990.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and 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 Registration Statement and to be a
part hereof from the date of the filing of such documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF EXPERTS AND NAMED COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article 6 of the Restated Articles of Incorporation of the Company
filed with the Secretary of State of California on May 4, 1988, eliminates the
personal liability of the directors of the corporation for monetary damages to
the fullest extent permissible under California law as the same exists and to
such greater extent as California law may thereafter permit.
Additionally, pursuant to Article 7 of the Restated Articles of
Incorporation of the Company filed with the Secretary of State of California on
May 4, 1988, the corporation is authorized to indemnify any agent (as defined
therein) to the maximum and broadest extent permitted by California law, as the
same exists and to such greater extent as California law may thereafter permit,
if and to the extent such agent becomes entitled to indemnification by bylaw,
agreement, vote of shareholders or disinterested directors or otherwise. This
authorization includes, without limitation, the authority to indemnify any
agent in excess of that otherwise expressly permitted by Section 317 of the
California Corporations Code as to action in an official capacity and as to
action in another capacity
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while holding such office for breach of duty to the corporation and its
shareholders, provided, however, that the corporation is not authorized to
indemnify any agent for any acts or omissions from which a director may not be
relieved of liability as set forth in the exceptions to Paragraph (10) of
Section 204(a) of the California Corporations Code or as to circumstances in
which indemnity is expressly prohibited by Section 317 of the California
Corporations Code. When used in Article 7 of the Restated Articles of
Incorporation, "agent" shall have the meaning assigned to this term in Section
317 of the California Corporations Code. Each reference herein to a provision
of the California Corporations Code shall mean that provision as the same may
be amended from time to time, but only to the extent that such amendment would
broaden or increase the scope or magnitude of permissible indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement are as
follows:
Exhibits
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4.1 Pacific Scientific Company 1995 Stock Option Plan.*
5. Opinion of Paul, Hastings, Janofsky & Walker.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker
(contained in Exhibit 5).
24. Power of Attorney (contained on signature page of
Registration Statement).
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* Incorporated by reference to Exhibit A to the Company's definitive Proxy
Statement filed with the Commission on March 16, 1995.
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ITEM 9. UNDERTAKINGS
(1) The Company 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 this 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 this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(i) and (a)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment to this
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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the
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securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on July 22, 1996.
PACIFIC SCIENTIFIC COMPANY
By: /s/ Richard V. Plat
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Richard V. Plat
Executive Vice President and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edgar S. Brower and Richard V. Plat, or
any 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 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 date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Edgar S. Brower Chairman of the Board, July 22, 1996
- -------------------------------- Chief Executive Officer
Edgar S. Brower and President (Principal
Executive Officer), Director
/s/ Richard V. Plat Executive Vice President July 22, 1996
- -------------------------------- and Secretary (Principal
Richard V. Plat Financial Officer)
/s/ William L. Northwang Controller (Principal July 22, 1996
- -------------------------------- Accounting Officer)
William L. Northwang
/s/ Walter F. Beran Director July 22, 1996
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Walter F. Beran
/s/ Ralph O. Briscoe Director July 22, 1996
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Ralph O. Briscoe
/s/ William A. Preston Director July 22, 1996
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William A. Preston
/s/ Millard H. Pryor, Jr. Director July 22, 1996
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Millard H. Pryor, Jr.
/s/ Thomas P. Stafford Director July 22, 1996
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Thomas P. Stafford
/s/ Ralph D. Ketchum Director July 22, 1996
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Ralph D. Ketchum
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EXHIBIT INDEX
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Exhibits
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<S> <C>
4.1 Pacific Scientific Company 1995 Stock Option Plan*
5. Opinion of Paul, Hastings,
Janofsky & Walker
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker (contained in Exhibit 5)
24. Power of Attorney (contained on signature page of Registration Statement)
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* Incorporated by reference to Exhibit A to the Company's definitive Proxy
Statement filed with the Commission on March 16, 1995.
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EXHIBIT 5
Law Offices of
PAUL, HASTINGS, JANOFSKY & WALKER
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Seventeenth Floor
Costa Mesa, California 92626-1924
Telephone (714) 668-6200
Facsimile (714) 979-1921
July 22, 1996
(714) 668-6200 03853.60245
Pacific Scientific Company
620 Newport Center Drive
Newport Beach, CA 92660
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Pacific Scientific
Company, a California corporation (the "Company"), for filing as Exhibit 5 to
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the issuance and sale by the
Company of 400,000 shares of its Common Stock (the "Shares") upon the exercise
of stock options granted pursuant to the Pacific Scientific Company 1995 Stock
Option Plan (the "Plan").
We have examined the originals, or copies certified or otherwise
identified, of records of corporate action of the Company as furnished to us by
the Company, certificates of public officials, and such other instruments and
documents as we deemed necessary, as a basis for the opinions hereinafter
expressed. In such examination we have assumed the genuineness of all
signatures and the authenticity of all corporate records and other documents
submitted to us and the conformity to the originals of all documents submitted
to us as certified or photostatic copies.
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Pacific Scientific Company
July 22, 1996
Page 2
Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion that the Shares, when purchased and issued
in accordance with the Prospectus forming a part of the Registration Statement
and according to the Plan, will be validly issued, fully paid and
nonassessable.
We express no opinion with respect to the applicability or effect
of the laws of any jurisdiction other than the corporate laws of the State of
California.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement.
Respectfully Submitted,
/s/ Paul, Hastings, Janofsky & Walker
PAUL, HASTINGS, JANOFSKY & WALKER
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pacific Scientific Company on Form S-8 of our report dated February 2, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Pacific Scientific Company for the year ended December 29, 1995.
/s/ Deloitte & Touche LLP
Costa Mesa, California
July 18, 1996
