<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LASER POWER CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3827 95-3423358
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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12777 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
(619) 755-0700
(ADDRESS, TELEPHONE NUMBER, OF PRINCIPAL EXECUTIVE OFFICES)
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12777 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR INTENDED PRINCIPAL PLACE OF BUSINESS)
------------------------
GLENN H. SHERMAN, PH.D.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
LASER POWER CORPORATION
12777 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
(619) 755-0700
(NAME, ADDRESS, TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
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D. BRADLEY PECK, ESQ. PAUL E. KREUTZ, ESQ.
EDWARD C. Y. YIP, ESQ. REBECCA SCHMITT, ESQ.
ALEXANDER A. FITZPATRICK, ESQ. MARK LEHBERG, ESQ.
COOLEY GODWARD LLP GRAY CARY WARE & FREIDENRICH
4365 EXECUTIVE DRIVE, SUITE 1100 4365 EXECUTIVE DRIVE, SUITE 1600
SAN DIEGO, CA 92121 SAN DIEGO, CA 92121
(619) 550-6000 (619) 677-1400
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (File No. 333-24421)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
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CALCULATION OF REGISTRATION FEE
==============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(3)
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value................... 172,500 $5.50 $948,750 $287.50
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(1) Includes 22,500 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933.
(3) The registration fee has been paid in full prior to this Registration
Statement.
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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM SB-2 (FILE NO. 333-24421)
Laser Power Corporation (the "Company") hereby incorporates by reference
into this Registration Statement on Form SB-2 in its entirety the Registration
Statement on Form SB-2 (File No. 333-24421) as amended by a Post-Effective
Amendment No. 1 declared effective on June 18, 1997 by the Securities and
Exchange Commission, including each of the documents filed by the Company with
the Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that it has paid in full the
filing fee of $287.50 prior to the filing of this Registration Statement.
<PAGE> 3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused the Registration Statement to be signed on its behalf
by the undersigned, in the City of San Diego, County of San Diego, State of
California, on the 18th day of June, 1997.
By: /s/ PAUL P. WICKMAN, JR.
------------------------------------
Paul P. Wickman, Jr.
Senior Vice President and Chief
Financial Officer
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.
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SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------ --------------
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* GLENN H. SHERMAN, PH.D. Chairman of the Board and Chief June 18, 1997
- ------------------------------------- Executive Officer (Principal
Glenn H. Sherman, Ph.D. Executive Officer)
/s/ PAUL P. WICKMAN, JR. Senior Vice President, Chief June 18, 1997
- ------------------------------------- Financial Officer
Paul P. Wickman, Jr. (Principal Financial and
Accounting Officer)
* DOUGLAS H. TANIMOTO, PH.D. Director June 18, 1997
- -------------------------------------
Douglas H. Tanimoto, Ph.D.
* WILLIAM G. FREDRICK Director June 18, 1997
- -------------------------------------
William G. Fredrick
* ALAIN GODEFROID Director June 18, 1997
- -------------------------------------
Alain Godefroid
* ROBERT G. KLIMASEWSKI Director June 18, 1997
- -------------------------------------
Robert G. Klimasewski
* RICHARD C. LAIRD Director June 18, 1997
- -------------------------------------
Richard C. Laird
* SIEGFRIED MEDER Director June 18, 1997
- -------------------------------------
Siegfried Meder
* KENNETH E. OLSON Director June 18, 1997
- -------------------------------------
Kenneth E. Olson
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II-1
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------ --------------
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* JOHN C. STISKA Director June 18, 1997
- -------------------------------------
John C. Stiska
* MARC VAN SANDE Director June 18, 1997
- -------------------------------------
Marc Van Sande
*By: /s/ PAUL P. WICKMAN, JR.
- -------------------------------------
Paul P. Wickman, Jr.
Attorney-in-fact
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II-2
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
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<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
June 18, 1997
Laser Power Corporation
12777 High Bluff Drive
San Diego, CA 92130
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Laser Power Corporation (the "Company") of a Registration
Statement on Form SB-2 (the "Registration Statement"), with the Securities and
Exchange Commission (the "Commission"), and the underwritten public offering of
up to 172,500 shares of common stock, including 22,500 shares of common stock
for which the Underwriters have been granted an over-allotment option (the
"Shares"). The Shares are to be purchased by certain Underwriters and offered
for sale to the public together with the shares registered pursuant to
Registration Statement No. 333-24421, as amended by a Post-Effective Amendment
No. 1, which was declared effective on June 18, 1997 (the "Initial Registration
Statement"), pursuant to the terms of an Underwriting Agreement, the form of
which has been filed as an exhibit to the Initial Registration Statement and is
incorporated by reference as an exhibit to the Registration Statement (the
"Underwriting Agreement").
In connection with this opinion, we have (i) examined and relief upon the
Registration Statement and related Prospectus, the Company's Restated
Certificate of Incorporation, as amended, and Restated and Amended Bylaws and
the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below and
(ii) assumed that the shares of the Common Stock will be sold by the
Underwriters at a price established by the Pricing Committee of the Company's
Board of Directors.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Initial Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ D. BRADLEY PECK
---------------------------
D. Bradley Peck
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form SB-2) for the registration of 172,500 shares of Laser Power Corporation's
common stock and to the reference to our firm under the captions "Selected
Financial Data" and "Experts" and our report dated October 9, 1996 (except for
Note 5, as to which the date is March 25, 1997) included in the Registration
Statement (Form SB-2 No. 333-24421) and related Prospectus of Laser Power
Corporation filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
June 18, 1997
