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As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
CALCOMP TECHNOLOGY, INC.
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 06-0888312
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2411 WEST LA PALMA AVENUE
ANAHEIM, CALIFORNIA 92803
(714) 821-2000
(Address and Telephone Number of Principal Executive Offices)
______________________
SUMMAGRAPHICS CORPORATION
1987 STOCK PLAN
(Full Title of the Plan)
_____________________
WILLIAM F. PORTER, JR.
2411 WEST LA PALMA AVENUE
ANAHEIM, CALIFORNIA 92803
(714) 821-2000
(Name, Address and Telephone Number, including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
=================================================================================================
CALCULATION OF REGISTRATION FEE
=================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE(1) OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.......... 513,800 $4.625 $2,376,325 $721
=================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) and based on the average of the high and low sales prices of
the Common Stock of CalComp Technology, Inc. on August 15, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been previously filed by CalComp
Technology, Inc. ("Company") with the Securities and Exchange Commission
("Commission"), are hereby incorporated herein by reference:
(a) the Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("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
annual report referred to in (a) above; and
(c) the description of the Company's Common Stock which is contained
in the registration statement filed by the Company under Section
12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law (the "DGCL"), as presently in
effect, provides that a director, officer, employee or other agent ("Agent") of
a corporation (i) must be indemnified by the corporation for all expenses
incurred by him (including attorneys' fees) when he is successful on the merits
or otherwise in defense of any proceeding brought by reason of the fact that he
is or was an Agent of the corporation ("Proceeding"), (ii) may be indemnified by
the corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement of any Proceeding (other than a Proceeding by or
in the right of the corporation) even if he is not successful on the merits if
he acted in good faith and in a manner he reasonably believed
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to be in or not opposed to the best interests of the corporation (and, in the
case of a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful), and (iii) may be indemnified by the corporation for expenses
(including attorneys' fees) incurred by him in the defense of a Proceeding
brought by or in the right of the corporation even if he is not successful on
the merits, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, provided that no
indemnification may be made under the circumstances described in clause (iii) if
the Agent is adjudged liable to the corporation, unless a court determines that,
despite the adjudication of liability but in view of all of the circumstances,
he is fairly and reasonably entitled to indemnification for the expenses which
the court shall deem proper. The indemnification described in clauses (ii) and
(iii) above (unless ordered by a court) may be made only as authorized in the
specific case upon a determination by (i) a majority of a quorum of
disinterested directors, (ii) independent legal counsel in a written opinion, or
(iii) the stockholders, that indemnification is proper in the circumstances
because the applicable standard of conduct has been met. Expenses incurred by
an officer or director in defending a Proceeding may be advanced by the
corporation prior to the final disposition of the Proceeding upon receipt of an
undertaking by or on behalf of the person to repay the advance if it is
ultimately determined that he or she is not entitled to be indemnified by the
corporation. Expenses incurred by other employees and agents may be advanced by
the corporation upon terms and conditions deemed appropriate by the board of
directors.
The Company's Certificate of Incorporation provides that the Company
shall indemnify and hold harmless, to the fullest extent permitted by the DGCL,
any person who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that
such person, or a person for whom such person is the legal representative, is or
was a director or officer of the Company or is or was serving at the request of
the Company as a director or officer of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with
respect to employee benefit plans (an "indemnitee"), against all liability and
loss suffered and expenses (including attorneys' fees) reasonably incurred by
such indemnitee. The Company is required to indemnify an indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if the initiation of such proceeding (or part thereof) by the indemnitee was
authorized by the Board of Directors of the Company. In addition, the Company's
Certificate of Incorporation limits the liability of directors for monetary
damages in connection with a breach of fiduciary duty to the fullest extent
permitted by the DGCL.
The Company's Bylaws generally require the Company to indemnify, as
well as to advance expenses, to its directors and its officers, employees and
other agents to the fullest extent permitted by the DGCL as the same exists or
may hereafter be amended.
The Company, through its majority shareholder, maintains liability
insurance for its directors and officers covering, subject to certain
exceptions, any actual or alleged negligent act, error, omission, misstatement,
misleading statement, neglect or breach of duty by such directors or officers,
individually or collectively, in the discharge of their duties in their capacity
as directors and officers of the Company.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, ("1933 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
1933 Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Hewitt & McGuire, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1)
ITEM 9. UNDERTAKINGS
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) of the
1933 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. Notwithstanding the foregoing, any increase or
decrease in the volume of the securities offered (if the total value of
securities offered would not exceed that which is registered) and any
deviation from the low or high and the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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.
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Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
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 the termination of
the offering.
That, for purposes of determining any liability under the 1933 Act,
each filing of the Registrant'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 1933 Act
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 Commission such indemnification is
against public policy as expressed in the 1933 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 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 1933 Act and will be governed by the final
adjudication of such issue.
5
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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 Anaheim, State of California, on August 20, 1997.
CALCOMP TECHNOLOGY, INC.,
a Delaware corporation
By: /s/ JOHN C. BATTERTON
------------------------
John C. Batterton
President and Chief Executive Officer
6
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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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board August , 1997
- --------------------------------
Arthur E. Johnson
/s/ JOHN C. BATTERTON Chief Executive Officer (principal August 20, 1997
- -------------------------------- executive officer), President and
John C. Batterton Director
/s/ JOHN J. MILLERICK Senior Vice President and Chief August 20, 1997
- -------------------------------- Financial Officer (principal
John J. Millerick accounting and financial
officer)
/s/ GARY P. MANN Director August 20, 1997
- --------------------------------
Gary P. Mann
/s/ TERRY F. POWELL Director August 20, 1997
- --------------------------------
Terry F. Powell
Director August , 1997
- --------------------------------
Gerald W. Schaefer
/s/ NEIL A. KNOX Director August 20, 1997
- --------------------------------
Neil A. Knox
/s/ KENNETH R. RATCLIFFE Director August 20, 1997
- --------------------------------
Kenneth R. Ratcliffe
/s/ WALTER E. SKOWRONSKI Director August 20, 1997
- --------------------------------
Walter E. Skowronski
</TABLE>
7
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<C> <S>
5.1 Opinion of Hewitt & McGuire, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1)
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD OF HEWITT & MCGUIRE, LLP]
August 20, 1997
CalComp Technology, Inc.
2411 W. La Palma Avenue
Anaheim, CA 92803
Re: Form S-8 Registration Statement
-------------------------------
Gentlemen:
We have acted as your legal counsel in the preparation of the Form S-8
Registration Statement ("Registration Statement") which will be filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 513,800 shares of common stock, $.01 par
value, ("Common Stock") of CalComp Technology, Inc., a Delaware corporation,
("Company") issuable upon exercise of the stock options granted pursuant to
Summagraphics Corporation 1987 Stock Plan.
As such legal counsel, we have made such legal and factual inquiries as we
deemed necessary under the circumstances for the purpose of rendering this
opinion. In reliance thereon, we are of the opinion that the 513,800 shares of
Common Stock of the Company being registered under the aforementioned
Registration Statement will, when issued in full pursuant to the options granted
and exercised in accordance with the terms of the stock option plan and related
stock option agreements, be duly authorized and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement.
Sincerely,
/s/ HEWITT & MCGUIRE, LLP
-------------------------
HEWITT & MCGUIRE, LLP
PAR/CSE/dcw
<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Summagraphics Corporation 1987 Stock Plan, of our
report dated January 20, 1997 with respect to the consolidated financial
statements of CalComp Technology, Inc. included in its Annual Report (Form 10-K)
for the year ended December 29, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
---------------------
ERNST & YOUNG LLP
Orange County, California
August 18, 1997
