AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
REGISTRATION STATEMENT NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
EQUINOX SYSTEMS INC.
-------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2268442
- ------------------ --------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE EQUINOX WAY
SUNRISE, FLORIDA 33351-6709
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1993 STOCK OPTION PLAN
-------------------------------------------------------------
(FULL TITLE OF THE PLAN)
-------------------
WILLIAM A. DAMBRACKAS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
EQUINOX SYSTEMS INC.
ONE EQUINOX WAY
SUNRISE, FLORIDA 33351-6709
---------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(954) 746-9000
---------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
KENNETH C. HOFFMAN, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0809
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================== ================== =================== ================== =================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE(1) OFFERING PRICE(1)
=================================== ================== =================== ================== =================
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE ...... 150,000 SHARES $12.69 $1,903,500 $657
=================================== ================== =================== ================== =================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low sale price of the
Common Stock on August 7, 1996.
Page 1 of 8 Pages
Exhibit Index at Page 4
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with Instruction E of Form S-8, the Registrant's
Registration Statements on Form S-8 (Registration Nos. 33-66280 and
33-96014), filed with the Securities and Exchange Commission on July 20,
1993 and August 17, 1995 are incorporated herein by reference.1
ITEM 8. EXHIBITS.
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel,
P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel,
P.A. is contained in its opinion included as Exhibit 5.1 hereof
24.1 Power of Attorney is included in the Signatures section of this
Registration Statement
- ----------------
1 The Company's Registration Statements on Form S-8 (Registration Nos. 33-66280
and 33-96014) registered the issuance of up to 650,000 shares of the
Registrant's Common Stock reserved for issuance pursuant to the Company's 1993
Stock Option Plan (the "Plan"). On June 20, 1996, the shareholders of the
Registrant approved a proposal to increase the number of shares of Common
Stock reserved for issuance under the Plan by 150,000 shares, to 800,000
shares.This Registration Statement on Form S-8 registers these additional
150,000 shares.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Sunrise, State of Florida on August 9, 1996.
EQUINOX SYSTEMS INC.
By: /s/ WILLIAM A. DAMBRACKAS
--------------------------------------------
William A. Dambrackas, President, Chief
Executive Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William A. Dambrackas and Mark
Kacer his true and lawful attorneys-in-fact, each acting alone, with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, 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 dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ WILLIAM A. DAMBRACKAS President, Chief Executive August 9, 1996
- ------------------------------- Officer and Chairman of the
William A. Dambrackas Board
/S/ MARK KACER Vice President, Chief August 9, 1996
- ------------------------------- Financial Officer and Director
Mark Kacer
/S/ROBERT F.WILLIAMSON,JR. Director August 9, 1996
- -------------------------------
Robert F. Williamson, Jr.
/S/CHARLES A. REID Director August 9, 1996
- -------------------------------
Charles A. Reid
II-2
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
PAGE
EXHIBIT DESCRIPTION NUMBER
- ----------- ------------------------------------------- -----------
5.1 Opinion of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
23.1 Consent of Arthur Andersen LLP
EXHIBIT 5.1
August 12, 1996
Equinox Systems Inc.
One Equinox Way
Sunrise, Florida 33351-6709
Ladies and Gentlemen:
We have acted as counsel to Equinox Systems Inc., a Florida corporation
(the "Company"), and have reviewed the Company's Registration Statement on Form
S-8 covering 150,000 shares of the Company's authorized but unissued common
stock, $.01 par value (the "Common Stock"), issuable pursuant to stock options
granted pursuant to the Company's 1993 Stock Option Plan, as amended (the
"Plan"). It is our opinion that shares of Common Stock issuable under the Plan,
when issued upon exercise of and in accordance with the terms of stock options
outstanding or to be granted under the Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 26, 1996 included in Equinox Systems Inc.'s Form 10-K for the year
ended December 31, 1995.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
August 9, 1996.
