As Filed with the Securities and Exchange Commission on November 6, 1996
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
AMPLICON, INC.
(Exact name of Registrant as specified in its charter)
California 95-3162444
(State or other (I.R.S.
jurisdiction of Employer
incorporation or Identification
organization) No.)
__________________
5 Hutton Centre Drive, Suite 500
Santa Ana, California 92707
(Address of Principal Executive Offices including Zip Code)
THE 1995 EQUITY PARTICIPATION PLAN
OF AMPLICON, INC.
(Full title of the plan)
__________________
GLEN T. TSUMA Copy to:
Chief Operating ALAN W. PETTIS, ESQ.
Officer, LATHAM & WATKINS
Secretary and Director 650 Town Center Drive,
AMPLICON, INC. Twentieth Floor
5 Hutton Centre Drive, Costa Mesa, California
Suite 500 92626
Santa Ana, California (714) 540-1235
92707
(714) 751-7551
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
__________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Fee
Share (1) Price (1)
Common Stock 500,000 $21.00 $10,500,000 $3,182
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The Proposed
Maximum Aggregate Offering Price Per Share is the last sale
price of the Common Stock in the over-the-counter market, as
reported on the Nasdaq National Market, on October 31, 1996.
Proposed sale to take place as soon after the effective date of
the Registration
Statement as options granted under the 1995 Plan are exercised.
Total Pages 8
Exhibit Index on Page 6
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not
being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the
"Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year
ended June 30, 1996, filed by Amplicon, Inc. (the "Company")
with the Commission.
(b) Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996, filed by the Company with
the Commission.
(c) The description of the Common Stock contained in
the Form S-1 Registration Statement (File No. 33-09094)
dated September 28, 1986, including any subsequently filed
amendments and reports updating such description.
In addition to the foregoing documents, 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 (the "Exchange Act"), 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
herein and to be a part hereof from the date of the 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 other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Articles of Incorporation contain a provision
which eliminates the liability of directors for monetary damages
to the fullest extent permissible under California law. The
General Corporation Law of California (the "Law") (i) eliminates
the liability of directors for monetary damages in
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an action brought by a shareholder in the right of the Company
(referred to herein as a "derivative action") or by the Company
for breach of a director's duties to the Company and its
shareholders and (ii) authorizes the Company to indemnify directors
and officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided, however,
that liability is not limited nor may indemnification be provided
for (a) acts or omissions that involve intentional misconduct or
knowing and culpable violation of law, (b) acts or omissions that a
director or officer believes to be contrary to the best interests of
the Company or its shareholders or that involve the absence of good
faith on the part of the director or officer seeking
indemnification, (c) for any transaction from which a director or
officer derives an improper personal benefit, (d) acts or
omissions that show a reckless disregard for the director's or
officer's duty to the Company or its shareholders in
circumstances in which such person was aware, or should have been
aware, in the ordinary course of performing his or her duties, of
a risk of serious injury to the Company or its shareholders, (e)
acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's or
officer's duty to the Company or its shareholders, and (f)
liabilities arising under Section 310 (contracts in which a
director has material financial interest) and 316 (certain
unlawful dividends, distributions, loans and guarantees) of the
Law. In addition the Company may not indemnify directors and
officers in circumstances in which indemnification is expressly
prohibited by Section 317 of the Law.
The Bylaws of the Company provide that protection for
directors and officers must be provided to the fullest extent
permitted by the Law. The Company has entered into
indemnification agreements with its directors and officers which
require that the Company indemnify such directors and officers in
all cases to the fullest extent permitted by applicable
provisions of the Law.
The Company has purchased insurance policies which pay, on
behalf of any of its directors or officers, any loss arising out
of any claim or claims made against him or her by reason of any
wrongful act taken, omitted or attempted by him or her, in his or
her capacity as such, including, among other things, any
misleading statement or omission or any other matter claimed
against him or her solely by reason of being a director or
officer.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits on page 6.
Item 9. Undertakings
(a) The Company 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) 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 this registration
statement (or the most recent post-effective amendment
thereof) which,
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individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to
such information in this 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 Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this registration statement.
(2) That, for 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at termination of the offering.
(b) The Company hereby undertakes that, for 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(c) 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 Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for expenses
incurred or paid by a director, officer or controlling person of
the Company 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
Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Santa Ana, State of California, on this 1st day of November,
1996.
AMPLICON, INC.,
a California corporation
By: Glen T. Tsuma/s/
Glen T. Tsuma
Chief Operating Officer, Secretary
and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
and appoints Patrick E. Paddon, Glen T. Tsuma and S. Leslie
Jewett, as attorneys-in-fact and agents, each acting alone, with
full powers of substitution to sign on his or her behalf,
individually and in the capacities stated below, and to file any
and all amendments, including post-effective amendments, to this
registration statement and other documents in connection
therewith, with the Commission, granting to said attorneys-in-
fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
Patrick E. Paddon/s/ Chief Executive Officer, October 30, 1996
Patrick E. Paddon President and Director
Glen T. Tsuma/s/ Chief Operating Officer, October 30, 1996
Glen T. Tsuma Secretary and Director
S. Leslie Jewett/s/ Chief Financial Officer October 30, 1996
S. Leslie Jewett (principal financial and
accounting officer)
Michael H. Lowry/s/ Director October 31, 1996
Michael H. Lowry
Harris Ravine/s/ Director October 31, 1996
Harris Ravine
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INDEX TO EXHIBITS
EXHIBIT PAGE
4.1 The 1995 Equity Participation Plan of Amplicon, N/A
Inc. Incorporated by reference to Appendix 1 to
the Company's Proxy Statement for the Annual
Meeting of Shareholders on November 10, 1995.
4.3 Articles of Incorporation, as amended. N/A
Incorporated herein by reference to Exhibit 3.1
to the Company's Registration Statement on Form S-
1 (File No. 33-09094) dated September 28, 1986
and to Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30,
1988.
4.4 By-Laws, as amended. Incorporated herein by N/A
reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (File No. 33-
09094) dated September 28, 1986 and to Exhibit
3.4 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1988.
5.1 Opinion of Neil G. Kenduck 7
23.1 Consent of Neil G. Kenduck (included in Exhibit N/A
5.1).
23.2 Consent of Arthur Andersen. 8
24 Power of Attorney (included on the signature page N/A
to this Registration Statement).
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November 1, 1996
Amplicon, Inc.
5 Hutton Centre Drive, Suite 500
Santa Ana, California 92707
Re: Registration Statement on Form S-8
Gentlemen:
At your request, I have examined the Registration Statement
on Form S-8 (the "Registration Statement") of Amplicon, Inc., a
California corporation (the "Company"), to be filed by the
Company with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as
amended, of an aggregate of 500,000 shares (the "Shares") of the
Company's Common Stock, par value 0.01 per share, issuable
pursuant to The 1995 Equity Participation Plan of Amplicon, Inc.
I have examined the proceedings taken or proposed to be
taken in connection with the authorization, issuance and sale of
the Shares. It is my opinion that the Shares, when issued and
sold by the Company in the manner provided for in the
Registration Statement, will be legally issued, fully paid and
non-assessable. I consent to the use of this opinion as an
exhibit to the Registration Statement.
Respectfully submitted,
Neil G. Kenduck/s/
General Counsel
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 7, 1996
included in Amplicon, Inc.'s Form 10-K for the year ended June 30, 1996 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP /S/
ARTHUR ANDERSEN LLP
Orange County, California
November 4, 1996
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