Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------
CYBEROPTICS CORPORATION
(Exact name of issuer as specified in its charter)
Minnesota 41-1472057
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5900 Golden Hills Drive
Golden Valley, Minnesota 55416
(Address of Principal Executive Offices) (Zip Code)
CYBEROPTICS CORPORATION 1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------
Steven M. Quist Copy to:
President Thomas Martin
CyberOptics Corporation Dorsey & Whitney LLP
5900 Golden Hills Drive 220 South Sixth Street
Golden Valley, Minnesota 55416 Minneapolis, MN 55402
(Name and address of agent for service)
(612) 542-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock
no par value 200,000 $16.53 $3,306,250 $920
================================================================================
(1) The number of shares being registered represents 200,000 additional shares
of Common Stock which may be issued pursuant to the CyberOptics Corporation 1992
Employee Stock Purchase Plan, in addition to shares previously registered.
(2) Estimated solely for the purpose of determining the registration fee. The
proposed maximum offering price is based upon the average of the high and low
selling prices of the Common Stock quoted on NASDAQ NMS for August 9, 1999.
Pursuant to General Instruction E of the General Instructions to the Form S-8,
this Registration Statement incorporates by reference the Registrant's
Registration Statement on Form S-8 filed August 5, 1992 (No. 33-50510).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number Description
5 Opinion of Dorsey & Whitney LLP.
24.1 Consent of PricewaterhouseCoopers LLP.
24.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
above).
25 Power of Attorney (included in the signature page to
this Registration Statement).
1
<PAGE>
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 Minneapolis, State of Minnesota, on this 12th day of
August, 1999.
CYBEROPTICS CORPORATION
By: /s/ STEVEN M. QUIST
-------------------
Steven M. Quist, President
POWER OF ATTORNEY
The officers and directors of CyberOptics Corporation, whose signatures
appear below, hereby constitute and appoint Steven K. Case and Steven M. Quist,
and each of them (with full power to each of them to act alone), the true and
lawful attorney-in-fact to sign and execute on behalf of the undersigned, any
amendment or amendments to this Registration Statement of CyberOptics
Corporation, and each of the undersigned does hereby ratify and confirm all that
said attorneys shall do or cause to be done by virtue thereof.
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:
Name Title
---- -----
/s/ STEVEN K.CASE Chairman and Director August 13, 1999
-----------------
Steven K. Case (PRINCIPAL EXECUTIVE OFFICER)
/s/ STEVEN M. QUIST President and Director August 13, 1999
- ------------------------------
Steven M. Quist
/s/ RICHARD BALLINTINE Vice President-Finance August 13, 1999
- ------------------------------
Richard Ballintine (PRINCIPAL ACCOUNTING OFFICER)
/s/ ALEX B. CIMOCHOWSKI Director August 13, 1999
- ------------------------------
Alex B. Cimochowski
/s/ ERWIN A. KELEN Director August 13, 1999
- ------------------------------
Erwin A. Kelen
/s/ IRENE M. QUALTERS Director August 13, 1999
- ------------------------------
Irene M. Qualters
/s/ MICHAEL M. SELZER, JR. Director August 13, 1999
- ------------------------------
Michael M. Selzer, Jr.
2
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
5 Opinion of Dorsey & Whitney LLP. 4
24.1 Consent of PricewaterhouseCoopers LLP. 5
24.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
above).
25 Powers of Attorney (included in the signature page to this
Registration Statement)
3
Exhibit 5
CyberOptics Corporation
5900 Golden Hills Drive
Golden Valley, Minnesota 55416
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8
filed by CyberOptics Corporation (the "Company") with the Securities and
Exchange Commission on or about the date hereof, relating to the registration of
200,000 common shares, no par value, which may be issued pursuant to the
Company's 1992 Employee Stock Purchase Plan (the "Plan"), please be advised that
as counsel to the Company, upon examination of such corporate documents and
records as we have deemed necessary or advisable for the purposes of this
opinion, it is our opinion that:
1. The Company is a validly existing corporation in good
standing under the laws of the State of Minnesota.
2. The 200,000 shares which may be issued by the Company under
the Plan will be, when issued and paid for as described in the Registration
Statement, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Dated: August 16, 1999
Very truly yours,
DORSEY & WHITNEY
4
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated January 29, 1999,
relating to the consolidated financial statements and financial statement
schedule, which appear in CyberOptics Corporation's Annual Report on Form 10-K
for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
August 16, 1999
5
