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As filed with the Securities and Exchange Commission on September 5, 2000
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GreyStone Digital Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1107140
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4950 Murphy Canyon Road, San Diego, California 92123
(858)874-7000
(Address of principal executive offices)
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1991 Stock Option Plan of the GreyStone Trading Company
1994 Stock Option and Stock Bonus Plan of GreyStone Technology, Incorporated
GreyStone Technology, Incorporated Non-Statutory Option Agreement
for Bernard J. Crowe
(Full titles of the plans)
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Richard A. Smith
Chairman of the Board and Chief Executive Officer
GreyStone Digital Technology, Inc.
4950 Murphy Canyon Road, San Diego, California 92123
(858)874-7000
(Name, address and telephone number of agent for service)
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Copies to:
Carolyn Harris Aaron A. Grunfeld, Esq.
General Counsel Resch Polster Alpert & Berger LLP
GreyStone Digital Technology, Inc. 10390 Santa Monica Blvd., 4TH Floor
San Diego, California 92123 Los Angeles, California 90025-5058
(858)874-7000 (310) 277-8300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value,
to be issued under the 1991
Stock Option Plan 550,000 $6.00 $ 3,330,000 $ 871
Common Stock, $0.001 par value,
previously issued or to be issued
under the 1994 Stock Option Plan 2,000,000 $4.881 $ 9,762,936 $ 2,577
Common Stock, $0.001 par value,
to be issued outside plans 200,000 $1.000 $ 200,000 $ 53
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Total 2,750,000 $ 13,262,936 $ 3,501
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</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions effected without receipt of
consideration as provided by the Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) of the Securities Act
of 1933, as amended, (the "Securities Act"). The price per share
and the aggregate offering price are calculated on the basis of the
weighted average price at which the issued options may be
exercised, and at the average high and low sale prices of the
Common Stock as reported on the Nasdaq SmallCap Market on August
29, 2000 for the remainder of the shares subject to the 1994 Stock
Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Registration Statement on Form S-4 declared effective by
the Commission on November 12, 1999 (File No. 333-65963).
(b) The Registrant's prospectus filed pursuant to Rule 424(b)3 filed with the
Commission on December 14, 1999.
(c) The Registrant's Annual Report on Form 10-K for the fiscal year ended March
31, 2000, filed on June 29, 2000 pursuant to the Exchange Act
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2000, filed on August 14, 2000 pursuant to the Exchange Act.
(e) The Registrant's Registration Statement on Form 8(A) filed on January 14,
2000 pursuant to the Exchange Act.
(f) The Registrant's Current Reports on Form 8-K filed with the Commission on
July 12, 2000.
(g) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-4 declared effective by the Commission on
November 12, 1999 (File No. 333-63963).
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Individuals at Resch Polster Alpert & Berger LLP, which has provided an
opinion of counsel relating to the legality of the securities being offered with
this registration statement, have been issued warrants to purchase an aggregate
of 200,000 shares of the common stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate of Incorporation, as amended, and Bylaws provide for indemnification
of its officers, directors, employees and other agents to the maximum extent
permitted by the Delaware Law. Registrant has an insurance policy which insures
its directors and officers against certain liabilities which might be incurred
in connection with the performance of their duties.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of counsel as to legality of securities being offered
23.1 Consent of J.H. Cohn LLP
23.2 Consent of Resch Polster Alpert & Berger LLP (contained in
exhibit 5.1)
99.1* 1991 Stock Option Plan of the GreyStone Trading Company
99.2* 1994 Stock Option and Stock Bonus Plan of GreyStone Technology,
Incorporated
99.3 GreyStone Technology, Incorporated Non-Statutory Stock Option
Agreement for Bernard J. Crowe
</TABLE>
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* Previously filed as an exhibit to the Company's Registration Statement
on Form S-1 on July 24, 2000 and is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. 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 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
registration statement is on Form S-3 ((S)239.13 of this chapter) or Form S-8
((S)239.16(b) of this chapter), and 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
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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, each filing of the
Registrant'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 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 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 registrant pursuant to the Delaware General Corporations Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, 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 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 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 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 San Diego, State of California, on August 31, 2000.
GREYSTONE DIGITAL TECHNOLOGY, INC.
By: /s/ RICHARD A. SMITH
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Richard A. Smith
Chairman and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard A. Smith and Marshall Geller and
each or either one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
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.
Date: August 31, 2000 /s/ RICHARD A. SMITH
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Richard A. Smith, Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Date: August 31, 2000 /s/ MARSHALL GELLER
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Marshall Geller, Chief Financial Officer
(Principal Financial & Accounting Officer)
Date: August 31, 2000
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Thomas D. Aldern, Director
Date: August 31, 2000 /s/ JON M. REYNOLDS
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Jon M. Reynolds, Director
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Date: August 31, 2000 /s/ JAMES W. JOHNSTON
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James W. Johnston, Director
Date: August 31, 2000 /s/ ALAN D. STONE
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Alan D. Stone, Director
Date: August 31, 2000
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Dr. Malcolm R. Currie, Director
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of counsel as to legality of securities being offered
23.1 Consent of J.H. Cohn LLP
23.2 Consent of Resch Polster Alpert & Berger LLP (contained in
exhibit 5.1)
99.1* 1991 Stock Option Plan of the GreyStone Trading Company
99.2* 1994 Stock Option and Stock Bonus Plan of GreyStone Technology,
Incorporated
99.3 GreyStone Technology, Incorporated Non-Statutory Stock Option
Agreement for Bernard J. Crowe
</TABLE>
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* Previously filed as an exhibit to the Company's Registration Statement
on Form S-1 on July 24, 2000 and is incorporated herein by reference.
