<PAGE> 1
As filed with the Securities and Exchange Commission on April 13, 1999
File No. 333-______
UNITED STATES
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 registrant 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 92841
(Address of principal executive offices) (Zip Code)
----------------------
1996 STOCK OPTION PLAN
(Full title of the plan)
----------------------
William M. Stowell, Chief Financial Officer
DENSE-PAC MICROSYSTEMS, INC.
7321 Lincoln Way
Garden Grove, California 92841
(Name and address of agent for service)
(714) 898-0007
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To Be Price Per Offering Registration
To Be Registered Registered Share Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000(1) $1.71875 (2) $1,750,000 $ 477.82
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 April 5, 1999.
<PAGE> 2
The contents of the registrant's Form S-8, file no. 333-14733,
filed on October 24, 1996 with the Securities and Exchange Commission, are
incorporated herein by reference. This registration statement is being filed by
the registrant to register 1,000,000 additional shares of the registrant's
Common Stock, without par value, that may be issued and sold under the 1996
Stock Option Plan (as amended, the "Plan"). The registrant amended the Plan to
increase the aggregate number of shares of the registrant's Common Stock,
without par value, that may be issued and sold under the Plan by 1,000,000, from
2,000,000 to 3,000,000. The Form S-8 referred to above registered the 2,000,000
shares of Common Stock that were previously authorized.
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 28, 1998;
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended May 31, 1998, August 31, 1998, and November 30, 1998; 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 or updating 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 Director 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
<PAGE> 3
duty, subject to the limitations of Section 204(a)(10) of the Corporation Code.
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 S-II.
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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 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 and 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, foe the purpose of
determining any 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; 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
the purposes of determining any liability under 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.
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 Garden Grove, State of California on April 7, 1999.
<PAGE> 5
DENSE-PAC MICROSYSTEMS, INC.
By:/S/ William M. Stowell
------------------------------------
William M. Stowell
Chief Financial Officer
S-I
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
follows constitutes and appoints TED BRUCE 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/ Ted Bruce Chief Executive Officer April 8, 1999
- ------------------------------ and President
Ted Bruce (Principal Executive
Officer)
/S/ William M. Stowell Chief Financial Officer April 8, 1999
- ------------------------------- (Principal Financial
William M. Stowell and Accounting Officer)
/S/ Roger Claes Director April 8, 1999
- -------------------------------
Roger Claes
/S/ Robert Southwick Director April 8, 1999
- -------------------------------
Robert Southwick
/S/ Trude C. Taylor Director April 8, 1999
- -------------------------------
Trude C. Taylor
/S/ Charles Dickinson Director April 8, 1999
- -------------------------------
Charles Dickinson
/S/ Richard J. Dadamo Director April 8, 1999
- -------------------------------
Richard J. Dadamo
</TABLE>
S-II
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DENSE-PAC MICROSYSTEMS, INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBITS
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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 Consent of Independent Auditors.
23.2 Consent of Counsel - contained in Exhibit 5.1.
24.1 Power of Attorney, contained at page S-II.
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EXHIBIT 5.1
[LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH]
STRADLING YOCCA CARLSON & RAUTH
660 NEWPORT CENTER DRIVE
SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
April 8, 1999
Dense-Pac Microsystems, Inc.
7321 Lincoln Way
Garden Grove, California 92841
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Dense-Pac Microsystems, Inc., a California corporation (the "Company"),
proposes to register an additional 1,000,000 shares of its Common Stock, no par
value (the "Shares"), that it may issue and sell 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
April 7, 1999.
In connection with rendering the opinion hereinafter expressed, we have
examined originals, certified copies or other copies identified to our
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.
We 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 assurances as we consider necessary for the
purpose of rendering the opinion hereinafter expressed.
<PAGE> 2
April 8, 1999
Dense-Pac Microsystems, Inc.
Page 2
We 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. We have not independently verified the content
of the factual statements made to us.
Based on the foregoing, it is our 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.
We hereby consent to this opinion being filed as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are 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/ STRADLING YOCCA CARLSON & RAUTH
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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 29, 1998
appearing in the Annual Report on Form 10-KSB of Dense-Pac Microsystems, Inc.
for the year ended February 28, 1998.
/s/ Deloitte & Touche LLP
Costa Mesa, California
April 8, 1999
