<PAGE> 1
As filed with the Securities and Exchange Commission on August 8, 1996.
Registration No.
--------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
INNOVATIVE TECH SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
ILLINOIS 65-0071222
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
INNOVATIVE TECH CORPORATE CENTER, 444 JACKSONVILLE ROAD, SUITE 200, WARMINSTER,
PA 18974
(Address of Principal Executive Offices)
----------------------------
INNOVATIVE TECH SYSTEMS, INC. 1994 STOCK OPTION PLAN
(Full title of the plan)
------------------------
JOHN M. THOMPSON, President
INNOVATIVE TECH SYSTEMS, INC.
Innovative Tech Corporate Center
444 Jacksonville Road, Suite 200
Warminster, Pennsylvania 18974
(215) 441-5600
(Name, address and telephone number of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par value $.0185 975,000 shares $1.67 $1,628,250.00 $561.47
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement includes such
additional shares of Common Stock as may be issuable by virtue of the
anti-dilution provisions of the 1994 Stock Option Plan.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee. The price is based upon the exercise price of the
outstanding but unexercised options.
Approximate date of commencement of proposed sale to public: As soon
as practicable after the Registration Statement becomes effective. These
securities are being registered pursuant to Rule 415.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Innovative Tech Systems,
Inc. (the "Company") with the Securities and Exchange Commission (file no.
33-17856-C) pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated by reference in this Registration Statement and made a
part hereof:
a. Annual Report on Form 10-K for the fiscal year ended
January 31, 1996.
b. Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1996.
c. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form SB-2, File No. 33- 78940.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement relating to the Common
Stock offered hereby which indicates that all such Common Stock has been sold
or which deregisters all such Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained in this document which also is or is deemed to be incorporated by
reference in this Registration Statement, modifies, supersedes, or replaces
such statement. Any 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.
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<PAGE> 4
Item 6. Indemnification of Directors and Officers.
Under section 5/8.75 of the Illinois Business Corporation Act, the
Company must indemnify each of its officers and directors against his expenses
(that is, reasonable costs, disbursements and counsel fees) in connection with
any proceeding involving such person by reason of his having been an officer,
director, employee or agent of the Company, or who is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Moreover,
under such statutory provision, the Company has the corporate power to
indemnify its officers and directors against expenses and (in the case of
proceedings other than those by or in the right of the Company) liabilities
incurred in such a proceeding, provided (i) the officer or director has acted
in good faith and in a manner reasonably believed to be in, or not opposed to,
the best interests of the Company, and (ii) with respect to any criminal
proceeding, he had no reasonable cause to believe that his conduct was
unlawful. In the case of a proceeding by or in the right of the Company,
however, such indemnification is not permitted if the individual is adjudged to
be liable to the Company, unless the court determines that he is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
The determination of whether indemnification is proper under the
circumstances, unless made by a court, is determined by the disinterested
members of the Company's Board of Directors or a committee thereof, by
independent legal counsel if a quorum of the disinterested members of the
Company's Board of Directors or a committee thereof is not available, or if the
disinterested members of the Company's Board of Directors or a committee
thereof so direct, or by the stockholders of the Company if the stockholders or
the Company's Board of Directors so direct.
The Company's By-Laws provide that the Company will indemnify its
directors and officers to the full extent permitted by the Illinois Business
Corporation Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange 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.
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Item 8. Exhibits.
The following Exhibits are filed with this Registration
Statement or, as indicated, incorporated by reference:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 Innovative Tech Systems, Inc.1994 Stock Option Plan
5 Opinion of Archer & Greiner, P.C. as to legality of securities to be registered
23.1 Consent of Archer & Greiner,
P.C., included in their opinion as Exhibit 5
23.2 Consent of Coopers & Lybrand, L.L.P.
24 Power of Attorney (contained on
signature page)
</TABLE>
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) of the Securities Act of 1933;
(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, 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)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in
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<PAGE> 6
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 this 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 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.
(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 Exchange Act of 1934 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.
(h) 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 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 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 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.
[INTENTIONALLY LEFT BLANK]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Warminster, and the Commonwealth of
Pennsylvania, on this 7th day of August, 1996.
INNOVATIVE TECH SYSTEMS, INC.
By: /s/ William M. Thompson
------------------------------------------
William M. Thompson, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature to this Registration Statement appears
below hereby appoints John M. Thompson, William M. Thompson and Deborah A.
Hays, and each of them, any one of whom may act without the joinder of the
others, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement, and any and all instruments or documents filed
as a part of or in connection with this Registration Statement or the
amendments thereto, and such attorney-in-fact may make such changes and
additions to this Registration Statement as he may deem necessary or
appropriate.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- --------- ----
<S> <C> <C>
/s/ William M. Thompson Chief Executive Officer August 7, 1996
- ----------------------------- and Director
WILLIAM M. THOMPSON (Principal executive
officer)
/s/ John M. Thompson President, Chief Operating August 7, 1996
- ----------------------------- Officer and Director
JOHN M. THOMPSON
/s/ Louis J. Desiderio Vice President, Chief Financial August 7, 1996
- ----------------------------- Officer and Assistant Secretary
LOUIS J. DESIDERIO (Principal financial and
accounting officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
- --------- --------- ----
<S> <C> <C>
/s/ John R. Smart Vice President and Director August 7, 1996
- -----------------------------------
JOHN R. SMART
/s/ Mark Hernick Director August 7, 1996
- -----------------------------------
MARK HERNICK
/s/ Julie Moore Director August 7, 1996
- -----------------------------------
JULIE MOORE
</TABLE>
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<PAGE> 9
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4 Innovative Tech Systems, Inc.
1994 Stock Option Plan
5 Opinion of Archer & Greiner, P.C.
as to legality of securities to be registered
23.2 Consent of Coopers & Lybrand, L.L.P.
</TABLE>
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<PAGE> 1
EXHIBIT NO. 4
INNOVATIVE TECH SYSTEMS, INC.
1994 STOCK OPTION PLAN
1. PURPOSE
The purpose of the Innovative Tech Systems Inc. (the
"Company") Stock Option Plan (referred to herein as the "Plan") is to provide a
means by which certain employees and directors of, and others providing
services to or having a relationship with, the Company and. its subsidiaries
(as such term is defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code") may be given an opportunity to purchase common
stock of the Company ("Common Stock") . The Plan is intended to promote the
interests of the Company by encouraging stock ownership on the part of such
individuals, by enabling the Company and its subsidiaries to secure and retain
the services of highly qualified persons, and by providing such individuals
with an additional incentive to advance the success of the Company and its
subsidiaries.
2. ADMINISTRATION
The Plan shall be administered by a Committee consisting of
not less than two directors (the "Committee") to be appointed from time to time
by the Board of Directors. Membership on the Committee shall in any event be
limited to those members of the Board who are "disinterested persons" as
defined in the regulations promulgated by the Securities Exchange Commission
pursuant to Section 16(b) of the Securities Exchange Act of 1934. The
Committee shall have the power to select optionees, to establish the number of
shares and other terms applicable to each such option, to construe the
provisions of the Plan, and to adopt rules and regulations governing the
administration of the Plan. The members of the Board of Directors or the
Committee shall not be liable for any action or determination made in good
faith with respect to the Plan or to any option granted pursuant thereto.
3. ELIGIBILITY
The persons who shall be eligible to participate in this Plan
and receive options hereunder shall be the Company's directors and such
employees and other individuals who provide services to or otherwise have a
relationship with the Company or its subsidiaries as the Committee shall from
time to time determine to be key individuals to the success of the Company.
4. ALLOTMENT OF SHARES
A maximum of 325,000 authorized but unissued shares of the
Common Stock of the
<PAGE> 2
Company will be allotted to the Plan, subject to the required approval by the
stockholders. Shares that by reason of the expiration of an option or
otherwise are no longer subject to purchase pursuant to an option granted under
the Plan may be reoptioned under the Plan. The Company shall not be required
upon the exercise of any option to issue or deliver any shares of stock prior
to the completion of such registration or other qualification of such shares
under any state or federal law, rule or regulation as the Company shall
determine to be necessary or desirable.
5. EFFECTIVE DATE AND TERM OF PLAN
The effective date of the Plan is the date on which it is
approved by the shareholders of the Company. The Plan shall terminate on the
tenth anniversary of its effective date; but the Board of Directors may
terminate the Plan at any time prior thereto. Termination of the Plan shall
not alter or impair, without the consent of the optionee, any of the rights or
obligations of any option theretofore granted under the Plan.
6. TERMS AND CONDITIONS
A. All Options
Stock options granted pursuant to this Plan shall be
evidenced by agreements in such form as the Committee shall from time to time
approve. Nothing in this Plan or any option granted hereunder shall govern the
employment rights and duties between the optionee and the Company or
subsidiary. Neither this Plan, nor any grant or exercise pursuant thereto,
shall constitute an employment agreement among such parties. The following
shall also apply to all options granted under the Plan:
(i) Option Price
Except as otherwise set forth herein, the option price
per share for each stock option shall be determined by the
Committee and shall not be less than the fair market value
on the date the option is granted. The fair market value
shall be determined as prescribed by the Internal Revenue
Code and Regulations thereunder.
(ii) Time of Exercise of Option
Except as otherwise set forth herein, the Committee
shall establish the option period and time or times within
the option period when the stock option may be exercised in
whole or in such parts as may be specified from time to
time by the Committee. With respect to an optionee who is
about to retire, the Committee may in its discretion
accelerate the time or times when any particular stock
option held by said optionee may be so exercised so that
such time or
2
<PAGE> 3
times are earlier than those originally provided in said
option. In all cases exercise of a stock option shall be
subject to the provisions of Section 6A(vi).
(iii) Payment and Manner of Exercise
The entire option price shall be paid at the time the
option is exercised. To the extent that the right to
purchase shares has accrued hereunder, options may be
exercised from time to time by written notice to the
Company stating the full number of shares with respect to
which the option is being exercised and the time of
delivery thereof, which shall be at least fifteen days
after the giving of such notice unless an earlier date
shall have been mutually agreed upon. Such notice of
exercise shall be accompanied by full payment for the
shares by certified or official bank check or the
equivalent thereof acceptable to Company. Upon exercise,
the Company shall, without transfer or issue tax to the
optionee (or other person entitled to exercise the option),
deliver to the optionee (or such other person) at the
principal office of the Company, or such other place as
shall be mutually agreed upon, a certificate or
certificates for such shares; provided, however, that the
time of delivery may be postponed by the Company for such
periods as may be required for it with reasonable diligence
to comply with any requirements of law; and provided
further that in the event the Common Stock issuable upon
exercise is not registered under the Securities Act of 1933
(the "Act") , then the Company may require that the
registered owner deliver an investment representation in
form acceptable to the Company and its counsel and the
Company will place a legend on the certificate for such
Common Stock restricting the transfer of same. There shall
be no obligation or duty for the Company to register under
the Act at any time the Common Stock issuable upon exercise
of the options. If the optionee (or other person entitled
to exercise the option) fails to accept delivery, the
optionee's payment shall be returned and the right to
exercise the option with respect to such undelivered shares
shall be terminated.
(iv) Non-Transferability of Option
An option by its terms shall not be transferable by the
optionee otherwise than by will or by the laws of descent
and distribution.
(v) Adjustment in Event of Recapitalization of the
Company
In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the
corporate structure or shares of the Company, the Board of
Directors shall make such adjustment as it may deem
equitably required, in the number and
3
<PAGE> 4
kind of shares authorized by and for the Plan, in the
number and kind of shares covered by the options granted,
and in the option price.
(vi) Rights after Termination of Employment
In the event of termination of employment due to any
cause other than death or disability, rights to exercise
the stock option shall terminate three months following
cessation of employment. In the event of termination of
employment due to disability (within the meaning of Section
22 (e) (3) of the Code) or death, such optionee or
executor, administrator or devisee of an optionee, shall
have the right to exercise such option (to the extent
otherwise exercisable) at any time within one year after
cessation of employment by reason of such disability or
death.
B. Non-Qualified Stock Options
The Committee may, in its discretion, grant options under
the Plan which, in whole or in part, do not qualify as incentive stock options
under Section 422 of the Code ("Non-Qualifying Options"). The terms and
conditions of the Non-Qualifying options shall be governed by Section 6A above.
C. Incentive Stock Options
The Committee may, in its discretion, grant options under
the Plan which qualify, in whole or in part, as incentive stock options under
Section 422 of the Code. In addition to the terms and conditions set forth in
Section 6A above, the following terms and conditions shall govern any incentive
stock option issued under the Plan:
(i) Maximum Fair Market Value of Incentive Stock
Options
No optionee may have incentive stock options which
become exercisable for the first time in any calendar year
(under all incentive stock option plans of the Company and
its subsidiary corporations) with an aggregate fair market
value (determined as of the time such option is granted) in
excess of one Hundred Thousand Dollars ($100,000).
(ii) Option Price
The option price per share for each stock option shall
be 100% of the fair market value of the Common Stock on the
date the option is granted; except, in the case of the
grant to an optionee who owns Common Stock of the Company
possessing more than 10% of the total combined voting power
of all classes of stock of the Company or its subsidiaries,
the option price of such option shall be at least 110% of
the fair market value of the Common Stock on
4
<PAGE> 5
the date the option is granted. The fair market value
shall be determined as prescribed by the Internal Revenue
Code and Regulations.
(iii) Period of Option
Each option shall expire ten years from the date it is
granted or at the end of such shorter period as may be
designated by the Committee on the date of grant; except,
in the case of the grant of an incentive stock option to an
optionee who owns Common Stock of the Company possessing
more than 10% of the total combined voting power of all
classes of stock of the Company or its subsidiaries, such
option shall not be exercisable after the expiration of
five years from the date it is granted.
(iv) Purpose for which Option may be Granted
Each option may be issued to an otherwise eligible
individual only for reasons connected with his employment
by the Company or its parent or subsidiary corporation (or
corporations).
7. AMENDMENT OF PLAN
The Board, within its discretion, shall have authority to
amend the Plan and the terms of any option issued hereunder without the
necessity of obtaining further approval of the stockholders, unless such
approval is required by law.
5
<PAGE> 1
EXHIBIT NO. 5
ARCHER & GREINER
A PROFESSIONAL CORPORATION
COUNSELLORS AT LAW
P.O. BOX 3000
HADDONFIELD, N.J. 08033-0968
609 - 795-2121
FAX 609 - 795-0574
FTTP://WWW.ARCHERLAW.COM
August 7, 1996
Innovative Tech Systems, Inc.
444 Jacksonville Road, Suite 200
Warminster, PA 18974
Dear Sirs:
We have examined the corporate records and proceedings of Innovative
Tech Systems, Inc., an Illinois corporation, with respect to the legal
sufficiency of all corporate proceedings of such corporation taken in connection
with the creation, form and validity and full payment and non-assessability when
issued of the 975,000 shares of common stock, par value $0.0185 per share,
covered by the Registration Statement on Form S-8, dated August 7, 1996, in
connection with which Registration Statement this opinion is rendered.
Based upon such examination, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission, and the shares shall have been issued and
sold upon the terms and conditions set forth in the Registration Statement, such
shares will be validly authorized and legally issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
[SIG]
ARCHER & GREINER
A Professional Corporation
<PAGE> 1
EXHIBIT NO. 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated April 2, 1996, (which includes an explanatory
paragraph regarding the Company's change in method of accounting for income
taxes) on our audits of the financial statements of Innovative Tech Systems,
Inc. which is included in the Innovative Tech Systems, Inc. annual report on
Form 10-K for the year ended January 31, 1996.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
August 7, 1996
