AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PACIFIC ANIMATED IMAGING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 11-2964894
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
326 FIRST STREET, SUITE 100
ANNAPOLIS, MD 21403
(410) 263-7761
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
NONQUALIFIED STOCK OPTION PLAN NO. 7
(Full Title of the Plan)
JOHN J. CADIGAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PACIFIC ANIMATED IMAGING CORPORATION
326 FIRST STREET, SUITE 100
ANNAPOLIS, MD 21403
(410) 263-7761
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
MICHAEL JOSEPH, ESQUIRE
DYER ELLIS & JOSEPH
600 NEW HAMPSHIRE AVE., NW
WASHINGTON, D.C. 20037
(202) 944-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount To Be Proposed Maximum Proposed Maximum
Securities To Be Registered Registered Offering Price Aggregate Registration Fee (1)
Per Share (1) Offering Price (1)
<S> <C> <C> <C> <C>
Common Stock.................. 100,000 $2.00 $200,000 $60.61
============================== ================= ====================== ======================= =====================
</TABLE>
(1) CALCULATED PURSUANT TO RULE 457(H)(1) BASED UPON THE EXERCISE PRICE OF
OPTIONS TO PURCHASE 100,000 SHARES OF COMMON STOCK ISSUED UNDER THE PLAN.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission by the
Company are incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, June 30, and September 30, 1996.
3. The Company's Current Report on Form 8-K dated August 2,
1996, as amended November 14, 1996.
4. The description of the Company's Common Stock contained in the
Prospectus included in the Company's Registration Statement on
Form SB-2 under the Securities Act of 1933 (File No.
33-97776), incorporated by reference into the Company's
Registration Statement on Form 8-A under the Securities
Exchange Act of 1934 (the "Exchange Act").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all 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. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify its directors, officers, employees and other
agents under certain circumstances and subject to certain limitations. The
Company's Bylaws provide that the Company shall indemnify its directors and
officers under the circumstances and subject to the limitations set forth in the
DGCL and gives the Company authority to purchase insurance with respect to such
indemnification.
The Company has entered into indemnification agreements (the
"Indemnification Agreements") with certain officers and directors. Each
Indemnification Agreement provides, among
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<PAGE>
other things, for: (i) indemnification by the Company of such individual to the
fullest extent permitted by the law as of the date of the Indemnification
Agreement against any and all expenses, judgments, fines, and amounts paid in
settlement of any claim against an indemnified party (the "Indemnitee") unless
it is determined, as provided in the Indemnification Agreement, that the
indemnification is not permitted under the law; and (ii) the prompt advancement
of expenses to any Indemnitee in connection with his or her defense against any
threatened or pending claim. Similar indemnification agreements may from time to
time be entered into with additional officers of the Company or other employees
or agents of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of counsel as to legality of securities being registered.
10.1 Nonqualified Stock Option Plan No. 7.
23.1 Consent of counsel (contained in opinion of counsel filed as
Exhibit 5.1).
23.2 Consent of Lanese & Associates, Inc.
23.3 Consent of Coopers & Lybrand, L.L.P.
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 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.
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<PAGE>
(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 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 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 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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<PAGE>
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 Annapolis, Maryland on March 21, 1997.
PACIFIC ANIMATED IMAGING CORPORATION
By:/s/ JOHN J. CADIGAN
John J. Cadigan
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Pacific Animated Imaging
Corporation, hereby severally constitute and appoint John J. Cadigan and Suzanne
C. Brown, and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and re-substitution, for us and in our stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and all documents relating thereto,
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 necessary or advisable to be done in
and about the premises, as fully 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 substitute or substitutes, 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 dates indicated.
SIGNATURE TITLE DATE
/s/ JOHN J. CADIGAN Chairman of the Board and March 21, 1997
- ---------------------------
John J. Cadigan Chief Executive Officer
(Principal Executive Officer)
/s/ SUZANNE C. BROWN Chief Financial Officer March 21, 1997
- ---------------------------
Suzanne C. Brown (Principal Financial and
Accounting Officer)
/s/ A. DAVID ROSSIN Director March 21, 1997
A. David Rossin, Ph.D.
/s/ FREDERICK PETTIT Director March 21, 1997
Frederick Pettit
4
Exhibit 5.1
March 21, 1997
Pacific Animated Imaging Corporation
326 First Street - Suite 100
Annapolis Maryland 21403
Ladies and Gentlemen:
We have acted as co-counsel for Pacific Animated Imaging Corporation
(the"Company") in connection with the issuance and sale pursuant to the
Company's registration statement on Form S-8 (the "Registration Statement") of
up to 100,000 shares of the Company's Common Stock, par value $0.001 per share
(the "Shares"), that may be issued from time to time upon the exercise of
options granted pursuant to the Company's Nonqualified Stock Option Plan No. 7
(the "Plan"). Based upon our examination of such corporate records and other
documents and such questions of law as we have deemed necessary and appropriate,
we are of the opinion that the Shares have been duly authorized and, when
purchased for the consideration as provided in the Plan, based on the price
established by the Board of Directors, will be validly issued, fully paid, and
non-assessable provided there is an absence of actual fraud in the transaction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Palmarella & Sweeney, P.C.
Palmarella & Sweeney, P.C.
Exhibit 10.1
PACIFIC ANIMATED IMAGING CORPORATION
NONQUALIFIED STOCK OPTION PLAN NO. 7
Effective January 30, 1997
<PAGE>
1. Definitions............................................... 1
-----------
2. Purpose................................................... 1
-------
3. Administration............................................ 1
--------------
4. Shares Subject to Plan.................................... 1
----------------------
5. Eligibility............................................... 1
-----------
6. Allotment of Shares....................................... 2
-------------------
7. Option Price.............................................. 2
------------
8. Option Period............................................. 2
-------------
9. Termination of Option..................................... 2
---------------------
10. Payment and Notice of Exercise............................ 2
------------------------------
11. Exercise of Option........................................ 2
------------------
12. Changes in Capital Structures, etc........................ 3
----------------------------------
13. Nontransferability........................................ 3
------------------
14. Other Provisions.......................................... 3
----------------
15. Re-Issuance of Shares..................................... 3
---------------------
16. Interpretation............................................ 4
--------------
17. Term of Plan, Amendment, Discontinuance................... 4
---------------------------------------
18. Effect of the Plan, etc................................... 4
-----------------------
<PAGE>
PACIFIC ANIMATED IMAGING CORPORATION
NONQUALIFIED STOCK OPTION PLAN NO. 7
1. Definitions. As used herein, the following terms shall
have the following meanings:
(a) "Board" shall mean the Board of Directors of Pacific
Animated Imaging Corporation.
(b) "Committee" shall mean the Committee appointed by
the Board pursuant to Section 3. of this Plan to
administer this Plan, if appointed.
(c) "Company" shall mean Pacific Animated Imaging
Corporation.
(d) "Effective Date" shall mean the date this Plan is
approved by the Board of Directors of Pacific
Animated Imaging Corporation, as provided in
Section 18. hereof.
(e) "Option Period" shall mean the period during which
an option granted under this Plan shall be
exercisable, as set forth in Section 8. hereof.
2. Purpose. The purpose of this Plan is to reward and compensate
consultants of the Company who have made valuable contributions to the business
of the Company, to furnish such consultants with an incentive to continue their
services to and for the Company, by enabling such consultants to acquire an
interest in the Company through a grant to them of options to purchase shares of
the Company's Common Stock.
3. Administration. This Plan shall be administered by the Board or a
Committee (the "Committee"), if appointed by the Board, which shall consist of
not less than two (2) members of the Board. No member of the Board or Committee
shall participate in any action by the Board or Committee which allots or
grants options to him personally.
4. Shares Subject to Plan. Options may be granted from time to time
under this Plan providing for the purchase of not more than one hundred thousand
(100,000) shares of the common stock, par value $.0001 per share, of the Company
("Common Stock"), as constituted on the Effective Date (subject to adjustment
pursuant to Section 13.), plus such number of such shares as may become
available for reissuance pursuant to Section 16. Shares of authorized and
unissued Common Stock reacquired by the Company and held in its Treasury, as
from time to time determined by the Board, may be issued upon exercise of
options granted under this Plan.
5. Eligibility. Except as otherwise provided herein, those consultants
of the Company who have performed or who are about to perform services for the
Company and who are designated by the Board or the Committee shall be eligible
to be granted options
<PAGE>
under this Plan. Said designated person or corporation or other entity shall
hereinafter be referred to as "Participant".
6. Allotment of Shares. The grant of an option to a Participant under this
Plan shall not be deemed either to entitle the Participant, or to disqualify
such Participant from, participation in any other grant of options under this
Plan or under any other plan of the Company.
7. Option Price. The price at which shares of Common Stock may be purchased
upon the exercise of an option granted under this Plan shall be fixed by the
Board or the Committee, and may be greater than or less than the fair market
value of such shares at the time of grant.
8. Option Period. An option granted under this Plan may be exercised
during the period (the "Option Period") which begins upon the date the option is
granted (or at such other time as may be determined by the Board or Committee,
as set forth in the resolutions evidencing the grant of the option) and which
ends no later than six (6) months after the date the option is granted or such
lesser time as may be determined by the Board or the Committee as set forth in
the resolutions evidencing the grant of the option.
9. Termination of Option. All rights to exercise an option granted under
this Plan shall terminate at the end of the Option Period, as described in
Section 8. above.
10. Payment and Notice of Exercise. Full payment of the purchase price
for shares purchased upon the exercise, in whole or in part, of an option
granted under this Plan shall be made at the time of such exercise. The purchase
price must be paid for with cash. No such shares shall be issued or transferred
to a Participant until full payment therefor has been made and the Participant
has delivered Participant's written Notice of Exercise of the respective options
to the Company at its principal office, and a Participant who is not already a
stockholder at the time of the issue shall have none of the rights of a
stockholder until shares are issued or transferred to Participant.
11. Exercise of Option. Options granted under this Plan shall be
exercisable during the Option Period at such times, in such amounts, in
accordance with such terms and conditions, and subject to such restrictions as
may be determined by the Board or Committee, and as are set forth in the
resolutions and the Notice of Grant evidencing the grant of such options as well
as the Notice of Exercise evidencing a Participant's exercise of such options.
In no event shall an option be exercised or shares be issued pursuant to an
option if any applicable laws shall not have been conformed with or if any
requisite approval or consent of any governmental authority having jurisdiction
over the exercise of the options or the issue and sale of the Common Stock shall
not have been secured, unless in the opinion of counsel for the Company the
exercise or issuance is exempt from the obligation to obtain approval or
consent. Each Participant shall agree not to offer, sell, pledge, hypothecate or
otherwise transfer any shares of Common Stock purchased pursuant to the exercise
of an
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<PAGE>
option granted under this Plan unless the shares have been registered under
applicable federal and state securities laws or unless the proposed transaction
is exempt from such registration in the opinion of Counsel for the Company. Each
Participant shall, at the time of purchase of shares of Common Stock upon the
exercise of an option, if requested by the Company upon advice of its counsel
that the same is necessary or desirable, deliver to the Company Participant's
written representation that Participant is purchasing the shares for
Participant's own account for investment and not with a view to public
distribution or with any present intention of reselling any of such shares, and
deliver such other written representations as may be reasonably requested by the
Company to assure compliance with applicable laws.
12. Changes in Capital Structures, etc. In the event of the payment of
any dividend payable in, or the making of any distribution of, Common Stock of
the Company to holders of record of Common Stock of the Company, which increases
the outstanding Common Stock of the Company by more than twenty-five (25%)
percent during the period any option granted under this Plan is outstanding or
in the event of any stock split, combination of shares, recapitalization or
other similar change in the authorized capital stock of the Company during such
period or in the event of the merger or consolidation of the Company into or
with any other corporation or the reorganization, dissolution, liquidation or
winding up of the Company during such period, Participants shall be entitled,
upon the exercise of any unexercised option held by them, to receive such new,
additional or other shares of stock of any class, or other property (including
cash), as they would have been entitled to receive as a matter of law in
connection with such payment, distribution, stock split, combination,
recapitalization, change, merger, consolidation, reorganization, dissolution or
liquidation, as the case may be, had they held the shares of the Common Stock
being purchased upon exercise of such option on the record date set for the such
payment or distribution or on the date of such stock split, combination,
recapitalization, change, merger, consolidation, reorganization, dissolution or
liquidation, and the option price under any such option shall be appropriately
adjusted. In case any such event shall occur during the term of this Plan, the
number of shares that my be optioned and sold under this Plan as provided in
Section 4. shall be appropriately adjusted. The decision of the Board or the
Committee, with respect to all such adjustments shall be conclusive.
13. Nontransferability. Options granted under this Plan shall not be
transferable by Participant.
14. Other Provisions. Options granted under this Plan shall contain such
other provisions, including, without limitation,restrictions upon the exercise
of the option, as the Board or Committee shall deem advisable by written notice
to Participant.
15. Re-Issuance of Shares. Any shares of Common Stock which, by reason of
the expiration of an option or otherwise, are no longer subject to purchase
pursuant to an option granted under this Plan shall be available for re-issuance
under this Plan.
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<PAGE>
16. Interpretation. The Board shall interpret this Plan and prescribe,
amend or rescind rules and regulations relating to it and make any and all other
determinations necessary or advisable for its administration.
17. Term of Plan, Amendment, Discontinuance. Upon approval by the Board
of Directors, the Plan shall be deemed effective and adopted as of such date.
This Plan, unless sooner terminated or discontinued by the Board pursuant to
this Section 17, shall expire on the sixth month anniversary of the Effective
Date (except to the extent necessary for administration of options exercisable
but unexercised on that date), and no options shall be granted under this Plan
after that date. The Board may terminate or discontinue this Plan at any time
and may suspend this Plan or amend or modify this Plan in any respect at any
time or from time to time, except that the number of shares of Common Stock that
may be optioned and sold under this Plan, as provided in Section 4., above, may
not be changed (except pursuant to Section 12., above). No action of the Board,
the Committee or stockholders may alter or impair the rights of a Participant
under any option theretofore granted to a Participant without Participant's
consent to such action.
18. Effect of the Plan, etc. Neither the adoption of this Plan, nor any
action of the Board or Committee, shall be deemed to give any person any right
to be granted an option to purchase Common Stock of the Company or any other
rights hereunder unless and until the Board or Committee shall have adopted a
resolution granting such person an option, and then only to the extent and on
such terms and conditions as may be set forth in such resolution; the terms and
conditions of options granted under this Plan may differ from one another as the
Board or Committee shall at its discretion determine, as long as all options
granted under the Plan satisfy the requirements in this Plan.
Date Adopted by Board: January 30, 1997
Effective Date: January 30, 1997
4
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Pacific Animated Imaging Corporation on Form S-8 of our report dated March 10,
1995, on our audit of the financial statements of U.S. Technologies, Inc. for
the year ended December 31, 1994, which report is included in the current report
on Form 8-K, dated August 2, 1996, as amended November 14, 1996, of Pacific
Animated Imaging Corporation.
/s/ LANESE & ASSOCIATES, INC.
March 20, 1997
Riverview, FL
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pacific Animated Imaging Corporation on Form S-8, regarding the Company's
Nonqualified Stock Option Plan No. 7, of our report dated March 1, 1996 on our
audits of the consolidated financial statements of Pacific Animated Imaging
Corporation as of December 31, 1994 and 1995, and for the years ended December
31, 1993, 1994, and 1995, which report is included in the Pacific Animated
Imaging Corporation Annual Report on Form 10-KSB for the year ended December 31,
1995.
/S/ COOPERS & LYBRAND L.L.P.
McLean, Virginia
March 21, 1997
