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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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PACIFIC SCIENTIFIC COMPANY 1992 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
<TABLE>
<S> <C>
Richard V. Plat Copies to:
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)
</TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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> <C>
Common Stock, par value $1.00 per share 637,574(2) $13.875 $8,846,340 $2,681
============================================================================================================================
</TABLE>
(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 "Securities Act"). The proposed maximum aggregate
offering price is based on the average of the high and low prices on the New
York Stock Exchange Composite Transactions Report on June 9, 1997, of
$13.875 per share with respect to the 637,574 shares issuable under the
Pacific Scientific Company 1992 Key Employee 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 1992 Key
Employee 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 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
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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 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
Section 204(a) of the California Corporations Code or as to circumstances in
which
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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 1992 Key Employee Stock Option Plan.*
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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* Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1992, filed with the
Commission.
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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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<CAPTION>
Signature Title Date
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<S> <C> <C>
/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.
</TABLE>
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EXHIBIT INDEX
Exhibits
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4.1 Pacific Scientific Company 1992 Key Employee
Stock Option Plan*
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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* Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1992, filed with the
Commission.
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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 637,574 shares of its Common Stock (the "Shares") upon the exercise
of stock options granted pursuant to the Pacific Scientific Company 1992 Key
Employee Stock Option Plan (the "1992 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
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 1992 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 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
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Costa Mesa, California
June 9, 1997
