<PAGE> 1
As filed with the Securities and Exchange Commission on October 24, 1996
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
DENSE-PAC MICROSYSTEMS, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 33-0033759
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7321 Lincoln Way
Garden Grove, California 92641
(Address of principal executive offices)
(714) 898-0007
(Registrant's telephone number, including area code)
----------------------
1996 STOCK OPTION PLAN
(Full title of the Plan)
----------------------
William M. Stowell, Vice President - Finance
DENSE-PAC MICROSYSTEMS, INC.
7321 Lincoln Way
Garden Grove, California 92641
Telephone (714) 898-0007
(Name, address and telephone number of agent for service)
----------------------
Copies of Communications to:
Helen W. Melman, Esq.
1299 Ocean Avenue, Fourth Floor
Santa Monica, California 90401
(310) 458-6900
----------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Per Offering Registration
Being Registered Registered Share Price Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000(1) $2.09 (2) $4,180,000 $1,266.67
No par value shares
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable as a result of future
adjustments in accordance with the terms of the 1996 Stock Option Plan.
(2) Determined in accordance with Rule 457(c) under the Securities Act of
1933, as amended, on the basis of the closing sales price of the Common
Stock as reported by NASDAQ on October 21, 1996.
ii
<PAGE> 3
PART II
Item 3. Incorporation of Documents by Reference
The following documents which have been filed with the
Securities and Exchange Commission are incorporated by reference as of their
respective dates and are a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year
ended February 29, 1996;
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended May 31, 1996 and August 31, 1996; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A and in any amendment or report
filed for the purpose of amending such description.
Additionally, 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, as amended, prior to the filing of a post-effective amendment hereto
which indicates that all of the shares of the Common Stock offered hereby have
been sold or which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The California Corporations Code permits the indemnification
of officers, directors, employees and agents of the Company. The Company's
Bylaws require the Company to indemnify officers and directors to the full
extent permitted by law. Each person will generally be indemnified in any
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in the best interests of the Company and, in the case of a
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Indemnification would cover expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement. In addition, the Company's
Articles of Incorporation provide that directors shall not be personally liable
to the Company or its stockholders for monetary damages for breach of their
fiduciary duty, subject to the limitations of Section 204(a)(10) of the
Corporations Code.
II-1
<PAGE> 4
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1996 Stock Option Plan - incorporated by reference
to registrant's Form 10-QSB for the quarter ended
August 31, 1996.
5.1 Opinion of Counsel.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel - contained in Exhibit 5.1.
24.1 Power of Attorney, contained at page II-5.
Item 9. Undertakings
The Company hereby undertakes: (1) to file, during any period
in which offers or sales of the Common Stock are being made, a post-effective
amendment to this registration statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act"); (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided that
if the information required in clauses (i) and (ii) above to be included in a
post-effective amendment hereto is contained in one or more periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") no
post-effective amendment hereto shall be required; (2) that, for the purpose of
determining nay liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
Additionally, the undersigned registrant hereby undertakes
that, for purposes of determining any liability under
II-2
<PAGE> 5
the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Garden Grove, State of California on October 24,
1996.
DENSE-PAC MICROSYSTEMS, INC.
By:/S/ James G. Turner
-------------------------------------
James G. Turner
Chief Executive Officer
II-4
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature follows constitutes and appoints JAMES G. TURNER and WILLIAM M.
STOWELL, or either of them, acting singly, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ James G. Turner Chairman of the Board, October 24, 1996
- ----------------------------- Chief Executive Officer
James G. Turner (Principal Executive
Officer)
/S/ William M. Stowell Chief Financial Officer October 24, 1996
- ----------------------------- (Principal Financial
William M. Stowell and Accounting Officer)
/S/ Roger Claes Director October 24, 1996
- -----------------------------
Roger Claes
/S/ Bob Southwick Director October 24, 1996
- -----------------------------
Bob Southwick
/S/ Trude C. Taylor Director October 24, 1996
- -----------------------------
Trude C. Taylor
</TABLE>
II-5
<PAGE> 8
DENSE-PAC MICROSYSTEMS, INC.
S-8 REGISTRATION STATEMENT
EXHIBITS
--------
4.1 1996 Stock Option Plan - Incorporated by reference to registrants' Form
10-QSB for the quarter ended August 31, 1996.
5.1 Opinion of Counsel.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel - contained in Exhibit 5.1.
24.1 Power of Attorney, contained at page II-5.
<PAGE> 1
EXHIBIT 5.1
HELEN W. MELMAN
ATTORNEY AT LAW
1299 OCEAN AVENUE, FOURTH FLOOR
SANTA MONICA, CALIFORNIA 90401
TELEPHONE (310) 458-6900
FACSIMILE (310) 394-5749
October 24, 1996
Dense-Pac Microsystems, Inc.
7321 Lincoln Way
Garden Grove, California 92641
Re: Registration Statement on Form S-8
Gentlemen:
Dense-Pac Microsystems, Inc., a California corporation (the "Company"),
proposes to issue and sell up to 2,000,000 shares of its Common Stock, no par
value (the "Shares"), upon the exercise of stock options granted and to be
granted from time to time under the Company's 1996 Stock Option Plan (the
"Plan"). The Shares are being registered on a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Act"), to be filed with the
Securities and Exchange Commission on or about October 24, 1996.
In connection with rendering the opinion hereinafter expressed, I have
examined originals, certified copies or other copies identified to my
satisfaction of the following documents and instruments:
1. Restated Articles of Incorporation of the Company;
2. Bylaws of the Company, as amended to date;
3. Certain resolutions adopted by the Board Directors
and shareholders of the Company; and
4. The Plan.
I have obtained from public officials and from officers of the Company
and examined originals or copies, identified to my satisfaction, of such other
certificates, documents and other
<PAGE> 2
EXHIBIT 5.1
October 24, 1996
Dense-Pac Microsystems, Inc.
Page 2
assurances as I consider necessary for the purpose of rendering the opinion
hereinafter expressed.
I have additionally consulted with officers and representatives of the
Company and have obtained such representations with respect to matters of fact
as I deem necessary or advisable. I have not necessarily independently verified
the content of the factual statements made to me in connection therewith, nor
the veracity of such representations, but I have no reason to doubt their truth
or accuracy.
Based on the foregoing, it is my opinion that the Shares, when
issued, sold and paid for in accordance with the terms of the Plan, will be duly
and validly issued, fully paid and nonassessable.
I hereby consent to this opinion being filed as an exhibit to
the Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
/S/ HELEN W. MELMAN
HWM:jw
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dense-Pac Microsystems, Inc. on Form S-8 of our report dated May 3, 1996
appearing in the Annual Report on Form 10-KSB of Dense-Pac Microsystems, Inc.
for the year ended February 29, 1996.
/s/ Deloitte & Touche LLP
Costa Mesa, California
October 24, 1996
