As Filed With the Securities and Exchange Commission on December 8, 2000
Registration No.
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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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SENSORY SCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0492122
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7835 East McClain Drive
Scottsdale, Arizona 85260-1732
(Address of Principal Executive Offices) (Zip Code)
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SENSORY SCIENCE CORPORATION 1993 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
Roger B. Hackett
Chairman, Chief Executive Officer, Copy of Communications to:
President and Chief Operating Officer Jon S. Cohen
Sensory Science Corporation Samuel C. Cowley
7835 East McClain Drive Snell & Wilmer
Scottsdale, Arizona 85260 One Arizona Center
(Name and address of agent for service) Phoenix, Arizona 85004-0001
(480) 998-3400
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered per Share* Offering Price* Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 650,000 shares $0.5625 $365,625 $ 97.00
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* Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee on the basis of the reported sales price of the
Registrant's Common Stock on December 6, 2000.
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EXPLANATORY NOTE
This Registration Statement relates to the amendment to the Go-Video, Inc.
1993 Employee Stock Option Plan changing the name of the Plan to the Sensory
Science Corporation 1993 Employee Stock Option Plan (the "Plan"), increasing the
number of shares of common stock authorized to be issued thereunder from
1,000,000 shares to 1,650,000 shares, limiting the number of shares any one
participant in the Plan can be granted during any fiscal year of the Company to
500,000, and making certain changes to the Plan to comply with Section 162(m) of
the Code.
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, will be delivered to employees in accordance with Form S-8 and Securities Act
Rule 428.
3
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement No. 333-52329 on Form S-8 filed
with Securities and Exchange Commission on May 11, 1998 is incorporated herein
by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
by Sensory Science Corporation (the "Company") are hereby incorporated by
reference in this Registration Statement:
(a) The latest annual report of the Company filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act")
which contains, either directly or indirectly by reference, certified
financial statements for the Company's latest fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of the Company's Common Stock included in
Post-Effective Amendment No. 6 to the Company's Registration Statement
on Form S-2 (No. 33-33033) as filed on April 21, 1992.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
Exhibit Index located at page 6.
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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 Phoenix, State of Arizona, on December 8, 2000.
SENSORY SCIENCE CORPORATION
By /s/ Roger B. Hackett
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Roger B. Hackett
Chairman of the Board of Directors,
Chief Executive Officer, President,
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated. Each person whose signature
appears below hereby authorizes Roger B. Hackett and Thomas E. Linnen, and each
of them, as attorneys-in-fact, to sign his or her name on his or her behalf,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments to this Registration Statement.
Name and Signature Title Date
------------------ ----- ----
/s/ Roger B. Hackett Chairman of the Board December 8, 2000
-------------------------- of Directors, Chief Executive
Roger B. Hackett Officer, President, and Chief
Operating Officer
/s/ Thomas E. Linnen Executive Vice President December 8, 2000
-------------------------- Corporate Planning &
Thomas E. Linnen Chief Financial Officer,
Secretary, Treasurer
/s/ Carmine F. Adimando Director December 8, 2000
--------------------------
Carmine F. Adimando
/s/ Thomas F. Hartley, Jr. Director December 8, 2000
--------------------------
Thomas F. Hartley, Jr.
/s/ William T. Walker, Jr. Director December 8, 2000
--------------------------
William T. Walker, Jr.
5
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INDEX TO EXHIBITS
Page in Sequential
Numbering System in
Manually Signed
Exhibit Original on Which
Number Description Exhibits May Be Found
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4.1 Certificate of Incorporation Incorporated by reference to
of the Company Exhibit 4-A to Registration Statement
on Form S-2 (File No. 33-33033)
4.2 Amendment to Articles of Incorporated by reference to
Incorporation the Company's 8-K filing dated
March 2, 1999
4.3 Bylaws, as amended Incorporated by reference to
Exhibit 4-B to Registration Statement
on Form S-2 (File No. 33-38445)
5.1 Opinion of Snell & Wilmer Page 7
23.1 Consent of Deloitte & Touche LLP Page 8
23.2 Consent of Snell & Wilmer Included in Exhibit 5.1
(included in Exhibit 5.1)
24.1 Power of Attorney Included in signature page
99 1993 Employee Stock Option Plan Page 9
