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Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
JMAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
68-0131180
DELAWARE (I.R.S. Employer
(State or other jurisdiction Identification No.)
of incorporation or organization)
3956 Sorrento Valley Blvd.
San Diego, CA 92121
(Address of principal Executive Offices)
Larry M. Levy Consulting Agreement
(Full title of the plan)
Dennis E. Valentine
Chief Financial Officer
3956 Sorrento Valley Blvd.
San Diego, CA 92121
(619) 535-1706
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price Registration Fee(3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 16,414 shares $2.44 $40,050.16 $100.00
=======================================================================================================================
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options for Common Stock, or pursuant to the
antidilution adjustment provisions of the plan.
(2) In accordance with Rule 457 calculated on the basis of the average of
the high and low prices for the Common Stock reported on the National
Association of Securities Dealers Automated Quotation System on August
23, 1996.
(3) The minimum registration fee is $100.00.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents (or specified portions thereof) filed with the
Commission by the Company are incorporated by reference herein as of their
respective dates and are made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q and Form 10-Q/A
for the quarter ended March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;
(d) The description of Common Stock contained in "Description of
Securities" in the Company's Registration Statement on Form
8-A, dated April 3, 1990, as amended on a Form 8, dated April
9, 1990, filed pursuant to Section 12(b) of the Exchange Act;
(e) The Company's Form 8-K, filed December 27, 1994, pursuant to
Section 13(a) under the Securities Act of 1934 describing the
sale of Surgilase, Inc. and the Company's Form 8-K/A, filed
January 10, 1995 related thereto.
(f) The Company's Form 8-K, filed May 31, 1996, pursuant to
Section 13(a) under the Securities Act of 1934 describing the
acquisition of approximately 94 percent of the outstanding
common stock of California ASIC Technical Services, Inc. and
the Company's Form 8-K/A, filed August 6, 1996 related
thereto.
(g) The Company's Form 10-C filed on May 31, 1996.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the securities
hereby shall be deemed to be incorporated herein by reference and shall 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 Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or 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 Prospectus.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article V of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to the specified circumstances, (iii) gives the Indemnitees
the right to bring suit against the registrant to enforce the foregoing rights
to indemnification and advancement of expenses, and (iv) authorizes the
registrant to maintain certain policies of insurance to protect itself and any
of its directors, officers or employees. The registrant currently maintains
policies of insurance under which the directors and officers of registrant are
insured, within the limits and subject to the limitations of the policies,
against certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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 paragraph
(a)(1)(i) and (a)(1)(ii) shall 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.
(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 (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 herein, and the offering of such
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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 provisions described in Item 6, 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
proceedings) 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, as amended, 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 County of San Diego, State of California, on the 23rd day of
August, 1996.
JMAR INDUSTRIES, INC.
By: /s/ Dennis E. Valentine
---------------------------------------
Dennis E. Valentine
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on August 23, 1996, in
the capacities indicated.
Signature Title
/s/ JOHN S. MARTINEZ Chairman of the Board,
- -------------------------------- Chief Executive Officer and Director
John S. Martinez
/s/ DENNIS E. VALENTINE Chief Financial Officer and Principal
- -------------------------------- Accounting Officer
Dennis E. Valentine
/s/ C. NEIL BEER Director
- --------------------------------
C. Neil Beer
/s/ JAMES H. BANISTER, JR Director
- --------------------------------
James H. Banister, Jr.
/s/ VERNON H. BLACKMAN Director
- --------------------------------
Vernon H. Blackman
/s/ BARRY RESSLER Director
- --------------------------------
Barry Ressler
/s/ MARVIN W. SEPE Director
- --------------------------------
Marvin W. Sepe
5
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EXHIBIT INDEX
No. Description
- --- -----------
5 Opinion of Parker, Milliken, Clark, O'Hara &
Samuelian
24.1 Consent of Parker, Milliken, Clark, O'Hara &
Samuelian (contained in Exhibit 5)
24.2 Consent of Arthur Andersen & Co.
24.3 Consent of Corbin & Wertz.
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EXHIBIT 5
[PARKER, MILLIKEN, CLARK, O'HARA & SAMUELIAN LETTERHEAD]
August 23, 1996
JMAR Industries, Inc.
3956 Sorrento Valley Boulevard
San Diego, California 92121
Gentlemen:
This opinion is rendered to you in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of 16,414
shares of the Company's $.01 par value Common Stock authorized for issuance upon
the exercise of a warrant (the "Warrant") granted to Larry M. Levy pursuant to a
Consulting Agreement.
In rendering this opinion, we have examined and relied upon,
among other things, originals or copies, identified to our satisfaction as being
true copies, of the following: Certificate of Incorporation of the Company, as
amended to date; Bylaws of the Company, as amended to date; and corporate
records and other instruments and documents as were deemed necessary or
appropriate for purposes of this opinion. As to questions of fact material to
this opinion, we have, when the relevant facts were not independently
established by us, relied upon the documents we have examined or upon
certificates of officers of the Company. In our examination of the documents
referred to above, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.
We have investigated such questions of law for the purpose of
rendering this opinion as we have deemed necessary. We are attorneys duly
admitted and qualified to practice in the State of California and we express no
opinion as to the laws of any other jurisdiction except United States federal
law.
On the basis of the foregoing, and in reliance thereon, we are
of the opinion that the 16,414 shares of the Company's Common Stock reserved for
issuance under the Warrant have been duly and validly authorized and reserved
for issuance upon the
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[PARKER, MILLIKEN, CLARK, O'HARA & SAMUELIAN LETTERHEAD]
JMAR Industries, Inc.
August 23, 1996
Page 2
exercise of Warrant and the shares, upon issuance pursuant to the provisions of
the Warrant, including receipt of the required consideration, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of our name and inclusion of this
opinion as an Exhibit to the attached Form S-8 Registration Statement.
This opinion is intended solely for the use of the Company and
the Securities and Exchange Commission in connection with the Company's
registration under the Act, pursuant to a Registration Statement on Form S-8, of
the 16,414 shares of Common Stock reserved for issuance under the Warrant, and
may not be relied upon by any other party or for any other purpose.
Very truly yours,
Parker, Milliken, Clark, O'Hara
& Samuelian, P.C.
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EXHIBIT 24.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated March
25, 1996 included in the JMAR Industries, Inc. Form 10-K for the year ended
December 31, 1995, and our report dated May 23, 1996 included in the JMAR
Industries, Inc. Form 8-K/A dated August 2, 1996, and to all references to our
firm included in this registration statement.
ARTHUR ANDERSEN LLP
San Diego, California
August 22, 1996
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Exhibit 24.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Board of Directors
California ASIC Technical Services, Inc.
We consent to the incorporation by reference in the two Registration Statements
on Form S-8 of JMAR Industries, Inc., expected to be filed August 28, 1996 of
our report dated February 25, 1994, except as to Note 11, which is as of March
5, 1994, related to the 1993 financial statements of California ASIC Technical
Services, Inc., included in Amendment No. 1 to Form 8-K/A of JMAR Industries,
Inc., dated August 2, 1996 and the reference to our firm under the heading
"Experts" included in the Prospectus.
/s/ Corbin & Wertz
Corbin & Wertz
Irvine, California
August 27, 1996
