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As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-_________
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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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NONSTATUTORY STOCK OPTION AGREEMENT DATED FEBRUARY 18, 1997,
BETWEEN PACIFIC SCIENTIFIC COMPANY AND LESTER "BUCK" HILL
(Full title of the plan)
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Richard V. Plat Copies to:
<S> <C>
Executive Vice President & Secretary Stephen D. Cooke, Esq.
Pacific Scientific Company Paul, Hastings, Janofsky & Walker LLP
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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Common Stock, par value $1.00 per share 250,000(2) $12.625 $3,156,250 $957
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(1) Calculated 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 "Securities Act"). The proposed maximum aggregate
offering price is based on the actual price at which options may be
exercised under the Nonstatutory Stock Option Agreement dated February 18,
1997, between Pacific Scientific Company and Lester "Buck" Hill.
(2) This Registration Statement covers, in addition to such number of shares
issuable upon exercise of the options granted under the Nonstatutory Stock
Option Agreement dated February 18, 1997, between Pacific Scientific Company
and Lester "Buck" Hill, an indeterminate number of additional shares which
may become subject to options as a result of the adjustment provisions of
the agreement. 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 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 27, 1996, filed with the
Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The Quarterly Report on Form 10-Q of the Company
for the quarter ended March 28, 1997, 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
(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.
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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 NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 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
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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 Nonstatutory Stock Option Agreement dated February
18, 1997, between Pacific Scientific Company and
Lester "Buck" Hill. (Incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 28, 1997.)
5. Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP
(contained in Exhibit 5).
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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 with or furnished
to the Commission 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 June 12, 1997.
PACIFIC SCIENTIFIC COMPANY
By: /s/ Richard V. Plat
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Richard V. Plat
Executive Vice President and Secretary
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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/ Lester Hill Chairman of the Board, June 12, 1997
- --------------------------------- Chief Executive Officer
Lester "Buck" Hill and President (Principal
Executive Officer), Director
/s/ Richard V. Plat Executive Vice President June 12, 1997
- --------------------------------- and Secretary (Principal
Richard V. Plat Financial Officer)
/s/ William H. Amadon Controller (Principal June 12, 1997
- --------------------------------- Accounting Officer)
William H. Amadon
/s/ Walter F. Beran Director June 12, 1997
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Walter F. Beran
/s/ Ralph O. Briscoe Director June 12, 1997
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Ralph O. Briscoe
/s/ Ralph D. Ketchum Director June 12, 1997
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Ralph D. Ketchum
/s/ William A. Preston Director June 12, 1997
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William A. Preston
/s/ Millard H. Pryor, Jr. Director June 12, 1997
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Millard H. Pryor, Jr.
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EXHIBIT INDEX
Exhibits
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4.1 Nonstatutory Stock Option Agreement dated February 18,
1997, between Pacific Scientific Company and Lester
"Buck" Hill. (Incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 28, 1997.)
5. Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker
LLP (contained in Exhibit 5)
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EXHIBIT 5
Law Offices of
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Seventeenth Floor
Costa Mesa, California 92626-1924
Telephone (714) 668-6200
Facsimile (714) 979-1921
June 12, 1997
(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 250,000 shares of its Common Stock (the "Shares") upon the exercise
of stock options granted pursuant to the Nonstatutory Stock Option Agreement
dated February 18, 1997, between the Company and Lester "Buck" Hill (the "Option
Agreement").
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
June 12, 1997
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 Option Agreement, 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 LLP
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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 January 31, 1997,
appearing in the Annual Report on Form 10-K of Pacific Scientific Company for
the year ended December 27, 1996.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
June 9, 1997
