As Filed: April 4, 1997 SEC File No.
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SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LARSON DAVIS INCORPORATED
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(Exact name of registrant as specified in its charter)
Nevada 87-0429944
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1681 West 820 North
Provo, Utah 84601
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(Address of Principal Executive Offices) (Zip Code)
1997 Employee Stock Purchase Plan
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(Full title of the plan)
Dan J. Johnson, 1681 West 820 North, Provo, Utah 84601
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(Name and address of agent for service)
(801) 375-0177
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(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share(1) price registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value $0.001 100,000(2) $9.25 $925,000 $281
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[FN]
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee, based on the closing price for the
Registrant's Common Stock of $9.25 as reported by Nasdaq on April 2, 1997
(rule 457(c)).
(2) There are also registered pursuant to rule 416 such additional number of
securities as may be issuable under the antidilution provisions of the
1997 Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by LarsonoDavis Incorporated, a Nevada corporation (the
"Company"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act of 1933, as amended (the "Securities
Act"), are hereby incorporated by reference in this registration statement:
(1) Annual report on Form 10-KSB for the fiscal year ended June 30, 1996.
(2) Transition report on Form 10-K for the six months ended December 31,
1996.
(3) Quarterly report on Form 10-Q for the quarter ended September 30,
1996.
(4) Current report on Form 8-K dated January 23, 1997.
(5) The description of the Company's Common Stock included in its
registration statement on Form 8-A, SEC Number 0-17020, declared
effective March 4, 1997.
All documents filed by the Company pursuant to sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereby have been sold, or which
deregisters all such securities 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a brief summary of certain indemnification provisions of
the Company's articles of incorporation and the general corporation law of the
state of Nevada. This summary is qualified in its entirety by this reference to
the text of the articles of incorporation and the corporate law of the state of
Nevada.
The articles of incorporation of the Company limit or eliminate the
personal liability of directors for damages for breaches of their fiduciary
duty, unless the director has engaged in intentional misconduct, fraud, or a
knowing violation of law, or authorized the payment of a dividend in violation
of the Nevada Revised Statutes.
The Company's articles of incorporation further provide for the
indemnification of officers and directors for certain civil liabilities,
including liabilities arising under the Securities Act. 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.
ITEM 8. EXHIBITS
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SEC
Exhibit Reference
No. No. Description Location
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<S> <C> <C> <C>
Item 4. Instruments Defining the Rights of Security Holders
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4.01 4 Specimen certificate for Common Stock Incorporated by
reference(1)
Item 5. Opinion Regarding Legality
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5.01 5 Letter opinion, including consent, of Kruse, Landa & This Filing
Maycock, L.L.C., regarding legality of Common Stock to
be issued under the 1997 Employee Stock Purchase Plan
Item 23. Consents of Experts and Counsel
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23.01 23 Consent of Grant Thornton LLP, independent certified This Filing
public accountants
23.02 23 Consent of Peterson, Siler and Stevenson, previous This Filing
auditors for the Company (now known as Pritchett,
Siler & Hardy, P.C.)
23.03 23 Consent of Kruse, Landa and Maycock, L.L.C., counsel See Item 5
for the Company above
Item 24. Power of Attorney
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24.01 24 Power of Attorney This Filing (See
signature page
to Registration
Statement)
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[FN]
(1) Incorporated by reference from the Company's registration statement on Form
8-A, SEC File Number 1-10013, effective September 9, 1988.
ITEM 9. UNDERTAKINGS
REGULATION S-K
Post-Effective Amendments [Item 512(a)]
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement, 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(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.
Filings Incorporating Subsequent Exchange Act Documents by Reference [Item
512(b)]
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to section
15(a) of the Securities Exchange Act of 1934, as amended) 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.
Filing of Registration Statement on Form S-8 [Item 512(h)]
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers, and controlling
persons of the registrant 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 of 1933, as amended, 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 of the registrant 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 of 1933, as amended, and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Provo, state of Utah, on the 3rd day of April, 1997.
LARSON DAVIS INCORPORATED
By /s/ Brian G. Larson
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Brian G. Larson, President
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian G. Larson and/or Dan J. Johnson, and each
of them, with the power of substitution, as his attorney-in-fact for him, in all
capacities, to sign any amendments to this registration statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 3rd day of April, 1997.
/s/ Brian G. Larson
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Brian G. Larson, Director
/s/ Larry J. Davis
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Larry J. Davis, Director
/s/ Dan J. Johnson
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Dan J. Johnson, Director
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William E. Hosker, Director
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Gerard L. Seelig, Director
/s/ Craig E. Allen
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Craig E. Allen, Principal Financial and
Accounting Officer
KRUSE, LANDA & MAYCOCK, L.L.C.
EIGHTH FLOOR, BANK ONE TOWER
50 WEST BROADWAY (300 SOUTH)
SALT LAKE CITY, UTAH 84101-2034
TELEPHONE:(801) 531-7090
ATTORNEYS AT LAW TELECOPY: (801) 531-7091
(801) 359-3954
April 3, 1997
Board of Directors
Larson Davis Incorporated
1681 West 820 North
Provo, Utah 84601
Re: Larson Davis Incorporated
Registration Statement on Form S-8
Gentlemen:
We have been engaged by LarsonoDavis Incorporated (the "Company"), to
render our opinion respecting the legality of the issuance of certain securities
to be issued pursuant to the registration statement on Form S-8 being filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement"). Capitalized terms used but not defined herein have the same
meanings as set forth in the Registration Statement.
In connection with this engagement, we have examined the following:
(1) Articles of incorporation of the Company;
(2) Bylaws of the Company;
(3) The Registration Statement; and
(4) Actions taken by the Company's board of directors.
We have examined such other corporate records and documents and have made
such other examination as we deemed relevant.
Based upon the above examination, we are of the opinion that the Common
Stock to be offered pursuant to the Registration Statement will be, when sold in
accordance with the terms set forth in the Registration Statement, legally
issued, fully paid, and nonassessable under the Utah Revised Business
Corporation Act, as amended.
This firm consents to being named in the Registration Statement as
having rendered the foregoing opinion and as having represented the Company
in connection with the Registration Statement.
Sincerely,
/s/ Kruse, Landa & Maycock, L.L.C.
KRUSE, LANDA & MAYCOCK, L.L.C.
KL&M/KLP:pjc
CONSENT
We have issued our report dated March 12, 1997, accompanying the
consolidated financial statements of Larson Davis Incorporated and Subsidiaries
appearing in the 1996 Annual Report on Form 10-K for the six months ended
December 31, 1996 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Salt Lake City, Utah
March 28, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the accompanying
Form S-8 of our report dated August 4, 1995, relating to the June 30, 1995
financial statements of Larson Davis Incorporated, included in the annual report
of Larson Davis Incorporated on Form 10-K for the year ended December 31, 1996.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
Mach 28, 1997
