AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1999
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.
(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
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-------------------
WILLIAM A. DAMBRACKAS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 shares $ 9.56 $2,390,000 $ 724
$.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 21, 1999.
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, 333-29665 and 333-56131) registered the issuance
of up to 2,025,000 shares of the Registrant's Common Stock reserved for issuance
pursuant to the Company's 1993 Stock Option Plan (the "Plan"). On June 10, 1999,
the shareholders of the Registrant approved a proposal to increase the number of
shares of Common Stock reserved for issuance under the Plan by 250,000 shares,
to 2,275,000 shares. This Registration Statement on Form S-8 registers these
additional 250,000 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, 333-29665, and 333-56131), filed with the Securities and
Exchange Commission on July 20, 1993, August 17, 1995, August 12, 1996, June 20,
1997, and June 5, 1998 respectively, are incorporated herein by reference.
ITEM 8. EXHIBITS.
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg Traurig, 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 22, 1999.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ WILLIAM A. DAMBRACKAS President, Chief Executive Officer June 22, 1999
- -------------------------------------- and Chairman of the Board
William A. Dambrackas (principal executive officer)
/S/ MARK KACER Vice President, Chief Financial June 22, 1999
- -------------------------------------- Officer and Director
Mark Kacer
/S/ ROBERT F. WILLIAMSON, JR. Director June 22, 1999
- --------------------------------------
Robert F. Williamson, Jr.
/S/ JAMES J. FELCYN, JR. Director June 22, 1999
- --------------------------------------
James J. Felcyn, Jr.
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- ----------------------------------
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP
EXHIBIT 5.1
[LETTERHEAD OF GREENBERG TRAURIG, P.A.]
June 22, 1999
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 250,000 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, 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 23, 1999 included in Equinox Systems Inc.'s Form 10-K for the year ended
December 31, 1998, and to all references to our Firm included in this
registration statement on Form S-8.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
June 21, 1999.
