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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under the
Securities Act of 1933
AIRSENSORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 91-1039211
State or Other Jurisdiction (IRS Employer Identification No.)
(Incorporation or Organization)
16804 Gridley Place 90703
Cerritos, California Zip Code
(Address of Principal Executive Offices)
IMPCO Investment and Tax Savings Plan
(Full title of the Plan)
Thomas M. Costales
16804 Gridley Place
Cerritos, California 90703
(Name and Address of Agent For Service)
(310) 860-6666
(Telephone Number, Including Area Code, of Agent For Service)
Copies of all Communications to:
William G. Pusch
Davis Wright Tremaine
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101
(206) 628-7744
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered (1) Registered Per Share (2) Price Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 24,000 $11 7/8 $285,000 $100.00
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration
fee with respect to 24,000 shares being registered on the basis of the
closing price quoted on NASDAQ on September 19, 1995.
</FN>
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PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(a) The registrant's latest annual report and the IMPCO
Investment and Tax Savings Plan s latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the documents referred to in (a) above;
(c) The description of the registrant's common stock contained in
its registration statement on Form 8-A filed under the
Exchange Act, including any amendment or report filed for the
purpose of updating such description; and
(d) All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment hereto
which indicates that all securities offered have been sold or
deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their
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conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) actually and reasonably incurred in connection
with the defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may
be granted by a corporation's charter, bylaws, disinterested director vote,
stockholder vote, agreement or otherwise.
Article IX of the Registrant's By-laws requires indemnification to the
full extent permitted under Delaware law as from time to time in effect.
Subject to any restrictions imposed by Delaware law, the Registrant's By-
laws provide a right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) actually and reasonably incurred
by any person in connection with any actual or threatened proceeding
(including, to the extent permitted by law, any derivative action) by
reason of the fact that such person is or was serving as a director or
officer of the Registrant or that, being or having been such a director or
officer or an employee of the Registrant, such person is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including an employee benefit plan. The Registrant's By-laws also provide
that the Registrant may, by action of its Board of Directors, provide
indemnification to its employees or agents with the same scope and effect
as the foregoing indemnification of directors and officers.
Section 102(b) (7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Article 11 of the Registrant's Certificate of Incorporation provides
that to the full extent that the Delaware General Corporation Law, as it
now exists or may hereafter be amended, permits the litigation or
elimination of the liability of directors, a director of the Registrant
shall not be liable to the Registrant or its stockholders for monetary
damages for breach of duty as a director. Any amendment or repeal of such
Article 11 will not adversely affect any right or protection of a director
of the Registrant for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. The affirmative vote
of 80% of the voting stock of the Registrant is required to amend or
repeal, or to adopt any provision inconsistent with, such Article 11. The
Delaware General Corporation Law and the Registrant's Certificate of
Incorporation may have no effect on claims arising under the federal
securities laws.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.1 The undersigned registrant has submitted the IMPCO
Investment and Tax Savings Plan and all amendments thereto
to the Internal Revenue Service ("IRS"), will submit all
future amendments thereto to the IRS, and has made, and will
in the future make, all changes required by the IRS in order
to qualify the Plan.
23.2 Consent of Ernst & Young
ITEM 9. UNDERTAKINGS
(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:
(i) To include any prospectus required by Section 10(a)
(3) to the Securities Act of 1933;
(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, however, that paragraphs (a) (1) (i) and (a) (1) (ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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.
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(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Act of 1934 (and where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 or Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to any provision or
arrangement existing whereby the registrant may indemnify a director,
officer or controlling person of the registrant against liabilities under
the Securities Act of 1933, 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 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 an officer, director 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 of
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 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 Cerritos, State of California, on
September 14, 1995.
AIRSENSORS, INC.
By /s/ Robert M. Stemmler
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Its President
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POWER OF ATTORNEY
By signing below, the following persons also constitute and appoint
Robert M. Stemmler or Dale L. Rasmusssen as their true and lawful
attorneys-in-fact with full power and authority to sign pre-effective and
post-effective amendments to this registration statement and all other
documents relating to this registration statement in their stead as the
following persons could do in their capacities listed below if personally
present; the following persons hereby ratify and confirm all that each of
Robert M. Stemmler and Dale L. Rasmussen shall lawfully do by virtue of
this appointment.
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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert M. Stemmler President and September 14, 1995
- ----------------------- Chief Executive
Robert M. Stemmler Officer and
Director (Principal
Executive Officer)
/s/ Thomas M. Costales Treasurer and September 14, 1995
- ----------------------- Chief Financial
Thomas M. Costales Officer (Principal
Financial Officer)
/s/ Rawley F. Taplett Chairman of the September 14, 1995
- ----------------------- Board of Directors
Rawley F. Taplett and Director
/s/ Edwin S. Schneebeck Director September 14, 1995
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Edwin S. Schneebeck
/s/ Douglas W. Toms Director September 14, 1995
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Douglas W. Toms
/s/ Peter B. Bensinger Director September 14, 1995
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Peter B. Bensinger
/s/ Don Simplot Director September 14, 1995
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Don Simplot
Director September 14, 1995
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V. Robert Colton
/s/ Norman L. Bryan Director September 14, 1995
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Norman L. Bryan
/s/ Cary M. Wong Controller September 14, 1995
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Cary M. Wong
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the IMPCO Investment and Tax Savings Plan of our
report dated June 18, 1995, with respect to the consolidated financial
statements and schedule of AirSensors, Inc. included in its Annual Report
(Form 10-K), as amended, for the year ended April 30, 1995, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, California
September 21, 1995
