AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EQUINOX SYSTEMS INC.
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(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
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(FULL TITLE OF THE PLAN)
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WILLIAM A. DAMBRACKAS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EQUINOX SYSTEMS INC.
ONE EQUINOX WAY
SUNRISE, FLORIDA 33351-6709
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(954) 746-9000
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(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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title Amount to be Proposed maximum Proposed maximum Amount of
of securities registered offering price aggregate registration fee
to be registered per share(1) offering price (1)
=======================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 450,000 shares $22.75 $10,237,500 $3,199
$.01 par value...........
=======================================================================================================================
</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 last reported sale price of the Common Stock
on June 1, 1998.
Page 1 of 6 Pages
Exhibit Index at Page 4
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Registration Statements on Form S-8 (Registration Nos.
33-66280, 33-96014, 333-09955 and 333-29665) registered the issuance of up to
1,575,000 shares of the Registrant's Common Stock reserved for issuance pursuant
to the Company's 1993 Stock Option Plan (the "Plan"). On May 21, 1998, the
shareholders of the Registrant approved a proposal to increase the number of
shares of Common Stock reserved for issuance under the Plan by 450,000 shares,
to 2,025,000 shares. This Registration Statement on Form S-8 registers these
additional 450,000 shares. In accordance with Instruction E of Form S-8, the
Registrant's Registration Statements on Form S-8 (Registration Nos. 33-66280,
33-96014, 333-09955 and 333-29665), filed with the Securities and Exchange
Commission on July 20, 1993, August 17, 1995, August 12, 1996 and June 20, 1997,
respectively, are incorporated herein by reference.
RESTATED SELECTED FINANCIAL DATA - FORM 10-K ANNUAL REPORT AND
FORM 10-Q QUARTERLY REPORT
On May 1, 1998, the Board of Directors declared a three-for-two stock split to
be effected in the form of a 50% stock dividend on the Company's common stock
payable June 10, 1998, to shareholders of record on May 20, 1998. Restated
income per share amounts of the Company for each of the years in the five year
period ended December 31, 1997, are as follows:
YEAR ENDED DECEMBER 31,
---------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Income per share:
Basic $0.76 $0.48 $0.26 $0.36 $0.32
Diluted (1) $0.72 $0.45 $0.26 $0.34 $0.29
(1) Basic and diluted earnings per share attributable to the effect
of a change in accounting principle were $0.10 and $.09,
respectively, in 1993.
Restated basic and diluted earnings per share were $0.24 and $0.22,
respectively, for the three months ended March 31, 1998 while restated basic and
diluted earnings per share were $0.13 for the three months ended March 31, 1997.
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
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 June 3, 1998.
EQUINOX SYSTEMS INC.
By: /S/ WILLIAM A. DAMBRACKAS
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ WILLIAM A. DAMBRACKAS President, Chief Executive Officer June 3, 1998
- -------------------------------- and Chairman of the Board
William A. Dambrackas (principal executive officer)
/S/ MARK KACER Vice President, Chief Financial June 3, 1998
- -------------------------------- Officer and Director
Mark Kacer
/S/ ROBERT F. WILLIAMSON, JR. Director June 3, 1998
- --------------------------------
Robert F. Williamson, Jr.
/S/ JAMES J. FELCYN, JR. Director June 3, 1998
- --------------------------------
James J. Felcyn, Jr.
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
PAGE
EXHIBIT DESCRIPTION NUMBER
- ------- ----------- ----------
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff,
Rosen & Quentel, P.A. 5
23.1 Consent of Arthur Andersen LLP 6
EXHIBIT 5.1
[LETTERHEAD OF GREENBERG, TRAURIG,
HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A.]
June 3, 1998
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 450,000 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
January 27, 1998 included in Equinox Systems Inc.'s Form 10-K for the year ended
December 31, 1997.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
June 3, 1998.
