<PAGE>
As Filed With the Securities and Exchange Commission on May 14, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PREMIER LASER SYSTEMS, INC.
----------------------------------------
(Exact Name of Issuer as Specified in its Charter)
CALIFORNIA 33-0476284
------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3 MORGAN
IRVINE, CALIFORNIA 92718
----------------------------------------
(Address of Principal Executive Offices)
FEBRUARY 1996 STOCK OPTION PLAN OF
PREMIER LASER SYSTEMS, INC.
----------------------------------------
(Full Title of the Plan)
COLETTE COZEAN, PH.D.
3 MORGAN
IRVINE, CALIFORNIA 92718
----------------------------------------
(Name and Address of Agent for Service)
(714) 859-0656
----------------------------------------
(Telephone Number)
COPY TO:
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Thomas G. Brockington, Esq.
Rutan & Tucker
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Approximate date of proposed commencement of sales: As soon as practicable
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of Securities Amount to Maximum Offering Maximum Aggregate Registration
to be Registered be Registered Price Per Share Offering Price(1) Fee
<S> <C> <C> <C> <C>
Class A Common Stock,
no par value . . . . . . 467,150 Shares $ 4.625(1) $2,160,569 $654.72
Class A Common Stock,
no par value . . . . . . 82,850 Shares $13.125(2) $1,087,406 $329.52
Total . . . . . . . 550,000 Shares $3,247,975 $984.24
</TABLE>
(1) Relates to options previously issued; computed pursuant to Rule 457(h).
(2) Relates to shares underlying options not yet issued; computed pursuant to
Rules 457(c) and 457(h) on the basis of the last sale price on the NASDAQ
National Market on May 12, 1997.
<PAGE>
PROSPECTUS
550,000 SHARES
PREMIER LASER SYSTEMS, INC.
CLASS A COMMON STOCK
(NO PAR VALUE)
____________________________
The securities covered by this Prospectus consist of 550,000 shares of
Class A Common Stock, no par value (the "Common Stock") of Premier Laser
Systems, Inc., a California corporation (the "Company") issuable to optionees
upon exercise of options (the "Options") which have been or may be granted under
the Company's February 1996 Stock Option Plan (the "Plan").
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
__________________________
PURCHASE OF THE SECURITIES OFFERED HEREBY SHOULD ONLY BE MADE AFTER
CONSIDERATION OF CERTAIN ASPECTS OF THE COMPANY'S BUSINESS AND FINANCIAL
CHARACTERISTICS. SEE "CERTAIN FACTORS."
THOSE PORTIONS OF THIS DOCUMENT APPEARING UNDER THE CAPTIONS "DESCRIPTION
OF THE PLAN" AND "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE," INCLUDING
THE DOCUMENTS INCORPORATED THEREIN, CONSTITUTE PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO OTHER
PORTION OF THIS DOCUMENT CONSTITUTES A PART OF SUCH PROSPECTUS.
The prices for the shares covered by this Prospectus which are or may be
subject to outstanding options are and will be as specified in the various Stock
Option Agreements governing the issuance of such shares.
This Prospectus does not cover resales of shares acquired hereunder.
Officers or directors of the Company may not publicly resell shares acquired
hereunder without compliance with certain provisions of Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Act") or registration under
the Act.
An officer or director of the Company who sells shares of the Common Stock
of the Company within six months before or after the purchase of shares or the
granting of options under the Plan may be obligated under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations of the Securities and Exchange
The date of this Prospectus is May 14, 1997
<PAGE>
Commission (the "Commission") promulgated thereunder, to pay to the Company
all or a portion of any amount of the sales price received for the shares
sold in excess of the price paid for the shares purchased. Officers and
directors of the Company are advised to consult their individual counsel in
this regard prior to the purchase or sale of any such shares or the
acceptance of any option to acquire shares under the Plan.
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus and in any
exhibit to the Registration Statement of which this Prospectus is a part (the
"Registration Statement") in connection with the offer made hereby, and if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offer in
any jurisdiction in which such offer may not lawfully be made.
Statements made in this Prospectus, unless the context indicates otherwise,
are made as of the date of this Prospectus. Neither delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company since
the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith the Company files reports and other information
with the Commission. Certain information concerning the Company is disclosed in
proxy statements and annual reports distributed to shareholders of the Company
and filed with the Commission. Such proxy statements, reports and other
information can be inspected and copied at the public reference facilities
maintained by the commission at 450 5th Street, N.W., Washington, D.C. 20549 and
at certain of its regional offices, located at 26 Federal Plaza, Room 1102, New
York, New York 10278; Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604; and 10960 Wilshire Boulevard, Los
Angeles, California 90024. Copies of all such material may be obtained from the
Public Reference Section of the Commission, 500 North Capital Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, copies of such
reports, proxy statements and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers.
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<PAGE>
TABLE OF CONTENTS
Page
----
CERTAIN FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . 4
GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . 5
History and Duration . . . . . . . . . . . . . . . . . . . . . 5
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Administration . . . . . . . . . . . . . . . . . . . . . . . . 5
Shares Subject to Options. . . . . . . . . . . . . . . . . . . 6
Adjustment Provisions. . . . . . . . . . . . . . . . . . . . . 6
Effect of Certain Corporate Transactions . . . . . . . . . . . 6
Types of Options . . . . . . . . . . . . . . . . . . . . . . . 7
Option Price . . . . . . . . . . . . . . . . . . . . . . . . . 7
Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Exercise of Options. . . . . . . . . . . . . . . . . . . . . . 7
Nontransferability of Options. . . . . . . . . . . . . . . . . 7
Restrictions on Resale . . . . . . . . . . . . . . . . . . . . 8
Termination of Options . . . . . . . . . . . . . . . . . . . . 8
Amendment of Plan. . . . . . . . . . . . . . . . . . . . . . . 9
Privileges of Stock Ownership. . . . . . . . . . . . . . . . . 9
Tax Withholding. . . . . . . . . . . . . . . . . . . . . . . . 9
Federal Income Tax Consequences. . . . . . . . . . . . . . . . 10
CERTAIN FACTORS
Purchase of the Shares offered hereby should only be made after
consideration of certain aspects of the Company's business and financial
characteristics. Prospective investors should consider carefully, among other
matters, the factors discussed in the separate "Supplemental Disclosure to
Option Holders" provided herewith.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated in this
Prospectus by reference, and shall be deemed part of this Prospectus from the
date of filing of such documents:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1996, as amended.
(b) Quarterly Reports on Form 10-QSB, as amended, for the quarters ended
June 30, 1996, September 30, 1996 and December 31, 1996.
(c) The Company's Proxy Statement for the Annual Meeting of Shareholders
held March 31, 1997.
(d) All other reports filed pursuant to Sections 13, 14 or 15(d) of the
Exchange Act since the end of the fiscal year ending March 31, 1996.
(e) Information concerning options issued under the Plan, including the
amounts outstanding, exercises, prices and expiration dates, which will be
included in the future, either in the Company's proxy statements, annual reports
or appendices to this Prospectus.
(f) The description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form 8-A previously filed under the Exchange
Act on December 7, 1994, as amended January 30, 1995, together with any
amendment or report filed pursuant to such act amending or updating such
description.
The Company shall provide without charge to each employee for whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in the
Registration Statement. Such requests should be directed to: Chief Financial
Officer, Premier Laser Systems, Inc., 3 Morgan, Irvine, California 92718, (714)
859-0656.
GENERAL INFORMATION
Premier Laser Systems, Inc., a California corporation, was organized in
1991. Its principal corporate offices are located at 3 Morgan, Irvine,
California 92718 and its telephone number is (714) 859-0656.
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<PAGE>
DESCRIPTION OF THE PLAN
The following description includes a summary of certain provisions of the
February 1996 Stock Option Plan of Premier Laser Systems, Inc. (the "Plan"), a
copy of which is set forth as Exhibit A to the "Supplemental Disclosure to
Option Holders" provided herewith. The Plan should be read in full and the
summary below is subject to, and qualified in its entirety by, the full text of
the Plan.
HISTORY AND DURATION
On February 23, 1996 (the "Effective Date"), the Company's Board of
Directors (the "Board") adopted the Plan. Options may be granted pursuant to
the Plan within a period of ten (10) years from the Effective Date of the Plan.
PURPOSE
The purpose of the Plan is to promote the best interests of the Company and
its shareholders by providing certain officers, directors and employees of the
Company and its subsidiaries with incentives to continue in service to the
Company and to promote long-term shareholder value, among other things. The
Plan is designed to promote continuity of management and to increase personal
interest in the welfare of the Company by those employees who are primarily
responsible for shaping and carrying out the long-range plans of the Company and
securing the Company's continued growth and financial success.
ELIGIBILITY
Any officer, director (who is an employee) or employee ("Eligible
Participant") of the Company or its present and future subsidiaries, as defined
in Section 424(f) of the Internal Revenue Code ("Subsidiaries"), shall be
eligible to receive options under the Plan.
ADMINISTRATION
The Plan is administered by the Compensation Committee (the "Committee") of
the Company's Board of Directors (the "Board"). The Committee shall consist of
not less than two members of the Board. A majority of the members of the
Committee shall constitute a quorum. All determinations of the Committee shall
be made by at least a majority of those members present at a meeting. Any
decision or determination reduced to writing and signed by all of the members of
the Committee shall be fully effective as if it has been made by a unanimous
vote at a meeting duly called and held.
In accordance with the provisions of the Plan, the Committee shall select
the Eligible Participants to whom options shall be granted; shall determine the
number of shares issuable under each option, the time at which the option is to
be granted, the type of option, the option period, the option price (including
adjusting the option price for options already granted) and the manner in which
options become exercisable; and shall establish such other provisions of the
option agreements as the Committee may deem necessary or desirable. The
Committee is
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<PAGE>
authorized to interpret the Plan and to adopt such rules and regulations for
the administration of the Plan as it may deem advisable.
The present membership of the Committee is:
1. Grace Chin-Hsin Lin
2. E. Donald Shapiro
3. G. Lynn Powell, D.D.S.
The address of the Committee is: Compensation Committee, c/o Chief
Financial Officer, Premier Laser Systems, Inc., 3 Morgan, Irvine, California
92718 and the telephone number is (714) 859-0656. Plan participants may contact
the Committee if they require any additional information concerning the Plan or
its administration.
SHARES SUBJECT TO OPTIONS
Options granted pursuant to the Plan shall be options to purchase the
Company's authorized but unissued Class A Common Stock, no par value. The
maximum aggregate number of shares which may be delivered upon the exercise of
all options is 550,000, subject to adjustment as described below.
ADJUSTMENT PROVISIONS
In the event of a capital adjustment resulting from a stock dividend, stock
split, reorganization, recapitalization, merger, consolidation, combination or
exchange of shares or the like, the number of shares of Common Stock subject to
the Plan and the number of shares under option in outstanding option agreements
shall be adjusted in a manner consistent with such capital adjustment. The
price of any shares under option shall be adjusted so that there will be no
change in the aggregate purchase price payable upon exercise of any such option.
The determination of the Committee as to any adjustment shall be final.
EFFECT OF CERTAIN CORPORATE TRANSACTIONS
Upon the occurrence of one or more of the transactions ("Corporate
Transaction") described in (i) through (iv) immediately below, all options at
the time outstanding under the Plan, including that portion not then otherwise
exercisable, shall become exercisable in full effective immediately prior to the
specified effective date for the Corporate Transaction. The Corporate
Transactions are as follows:
(i) the Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a subsidiary of
an entity other than a previously wholly-owned subsidiary of the Company),
(ii) the Company sells, leases or exchanges all or substantially all
of its assets to any other person or entity (other than a wholly-owned
subsidiary of the Company),
(iii) the Company is to be dissolved and liquidated, or
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<PAGE>
(iv) any person or entity, including a "group" as contemplated by
Section 13(d)(3) of the Act, acquires or gains ownership or control
(including, without limitation, power to vote) of more than 50% of the
outstanding shares of the Company's voting stock (based upon voting power).
Nothing in the Plan shall affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.
TYPES OF OPTIONS
The options issued pursuant to the Plan will constitute "nonstatutory"
stock options (i.e., they will not constitute "incentive stock options" within
the meaning of Section 422 of the Code and successor provisions thereto
("Incentive Stock Options")). See, "Federal Income Tax Consequences," below.
OPTION PRICE
The Committee shall fix the exercise price per share of Common Stock
issuable upon exercise of the Options, and such exercise price may be more or
less than, or equal to, the fair market value per share of Common Stock at the
time of grant.
LIMITATIONS
Subject to the maximum aggregate number of shares available under the Plan,
there is no maximum or minimum number of nonstatutory stock options which may be
granted to any Eligible Participant.
EXERCISE OF OPTIONS
An option may be exercised, subject to its terms and conditions and the
terms and conditions of the Plan, in full at any time or in part from time to
time by delivery to the Secretary of the Company at the Company's principal
office located at 3 Morgan, Irvine, California 92718, of a written notice of
exercise specifying the number of shares with respect to which the option is
being exercised. Any notice of exercise shall be accompanied by full payment of
the option price of the shares being purchased, together with any required
withholding tax. Such payment may be made (i) in cash or its equivalent; (ii)
by tendering previously acquired shares of Common Stock (valued at their fair
market value as of the date of exercise, as determined by the Committee
consistent with the method of valuation set forth in the Plan) held for a period
sufficient to avoid a charge to the Company's reported earnings; or (iii) by any
combination of the means of payment set forth in subparagraphs (i) and (ii). No
shares shall be issued until full payment therefor has been made.
NONTRANSFERABILITY OF OPTIONS
No option shall be transferable by an optionee other than by will or the
laws of descent and distribution. Options under the Plan may be exercised
during the life of the optionee only
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<PAGE>
by the optionee or his guardian or legal representative. Any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of, or to subject
to execution, attachment or similar process, an option, or any right
thereunder, contrary to the provisions hereof, shall be void and ineffective,
shall give no right to the purported transferee, and shall, at the sole
discretion of the Committee, result in forfeiture of the option with respect
to the shares involved in such attempt.
RESTRICTIONS ON RESALE
Under Section 16 of the Exchange Act, any person who is a beneficial owner
of more than 10% of any equity security of the Company registered under the
Exchange Act (such as the Class A Common Stock), or an officer or director of
the Company may be liable to the Company for profit realized from any purchase
(or option grant) and sale (or any sale and purchase (or option grant)) of any
equity security of the Company within a period of less than six months,
irrespective of such person's intention in entering into the transaction. In
determining whether a person is the beneficial owner of an equity security, such
person may be required to include shares issuable on exercise of options of
warrants or upon conversion of convertible securities. The term "equity
security" may include rights to acquire capital stock upon exercise of warrants
or options or upon conversion of convertible securities, or otherwise.
Eligible Participants are advised to consult with counsel as to their
status as an "affiliate" of the Company and as to the applicability of Section
16 of the Exchange Act to the purchase (or option grant) and sale (or sale and
purchase (or option grant)) of shares of Common Stock or other equity security
of the Company within any six-month period, whether or not such shares or
securities were purchased through exercise of options.
TERMINATION OF OPTIONS
Except as provided in the Plan, an option granted under the Plan to an
Eligible Participant may be exercised only while the recipient is an employee of
the Company or any of its Subsidiaries and only if he has acted continuously in
such capacity since the date the option was granted. Subject to the terms of
any option agreement, in the event an Eligible Participant ceases to be employed
by the Company or a Subsidiary, the option shall terminate as follows:
(a) With respect to options not then exercisable, at the time the Eligible
Participant's employment is terminated; and
(b) With respect to options then exercisable:
(i) At the time the employee's employment is terminated if such
termination is (1) because the employee (including directors who are
employees) has committed fraud, theft or embezzlement against the Company or
a subsidiary, affiliated entity or customer of the Company, or engaged in
activities creating a conflict of interest (other than legitimate
competition); or
(ii) At the expiration of a period of one year after the Eligible
Participant's death (but in no event later than the Option Expiration Date)
if such
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<PAGE>
employment is terminated by reason of such person's death. Any such option
may be exercised by the optionee's estate or by the person or persons who
acquire the right to exercise such option by bequest or inheritance; or
(iii) At the expiration of a period of three years (but in no event
later than the Option Expiration Date) after the Eligible Participant's
employment is terminated because of retirement or disability; or
(iv) At the expiration of a period of three months after the
employee's employment is terminated (but in no event later than the Option
Expiration Date) if such termination is for any reason other than the reasons
specified in (i)-(iii) above.
AMENDMENT OF PLAN
The Board shall have the right to amend the Plan at any time and for any
reason.
PRIVILEGES OF STOCK OWNERSHIP
An optionee shall have no rights as a shareholder with respect to shares
covered by an option until such optionee shall have exercised the option and
paid the exercise price. Neither the Plan nor any option granted under the Plan
shall confer upon any optionee the right to continue as an employee or director
of the Company.
TAX WITHHOLDING
Upon exercise of an option, the optionee shall pay any sums required by
federal, state or local tax laws to be withheld with respect to the exercise of
such option. To the extent provided by the terms of an option agreement, the
optionee or other person exercising such option may, at the discretion of the
Committee, satisfy any mandatory federal, state or local tax withholding
obligation relating to the exercise or acquisition of Common Stock under an
option by any of the following means or by a combination of such means: (1)
tendering cash payment; (2) authorizing the Company to withhold shares from the
shares of the Common Stock otherwise issuable to the optionee as a result of the
exercise or acquisition of Common Stock under the option provided that such
arrangement will not result in a charge to the Company's reported earnings in
excess of that which the Company is willing to accept; or (3) delivering to the
Company owned and unencumbered shares of the Common Stock of the Company if such
delivery would not violate the Securities Act of 1933, and would not create a
charge to the Company's reported earnings in excess of that which the Company is
willing to accept. The exercise of the option may be conditioned upon the
receipt by the Company of satisfactory evidence of the optionee's satisfaction
of any withholding obligations. Required withholdings may include, but not
necessarily be limited to, federal and state income taxes, contributions under
the Federal Insurance Contributions Act (Social Security) and contributions
under state disability insurance laws. Any of the aforementioned withholding
requirements may apply to the exercise of an option during employment or
subsequent to termination of employment including retirement. No obligation
exists under the Plan to advise any option holder of the existence of the tax or
the amount subject to withholding.
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<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
PRIOR TO THE EXERCISE OF ANY OPTION OR THE DISPOSITION OF STOCK ACQUIRED
UNDER THE EXERCISE OF AN OPTION, EACH OPTION HOLDER SHOULD CONSULT WITH HIS OR
HER OWN TAX ADVISER.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 and is not qualified under Section 401(a) of the Code.
NONQUALIFIED OPTIONS. An employee receiving a nonstatutory stock option
does not recognize ordinary income on the date of grant of the option, but
recognizes ordinary income generally at the date of exercise in the amount of
the difference between the option exercise price and the fair market value of
the stock on the date of exercise. If, however, an employee is subject to the
restrictions on resale of stock under Section 16 of the Exchange Act, such
person generally recognizes ordinary income at the date that the six-month
restriction lapses in the amount of the difference between the option exercise
price and the fair market value of stock on the date of lapse. Nevertheless,
such an employee may elect within 30 days of the date of exercise to recognize
ordinary income as of the date of exercise. The amount of ordinary income
recognized by the option holder is deductible by the Company in the year that
income is recognized.
If a holder of a nonstatutory stock option pays the option exercise price
solely in cash, his or her basis in such shares is equal to the fair market
value of the stock on the date ordinary income is recognized and, upon
subsequent disposition, any further gain or loss is again recognizable by the
seller of the shares.
If a holder of a nonstatutory stock option pays the exercise price, in full
or in part, with shares of previously acquired stock, based upon rulings issued
by the Internal Revenue Service, no gain or loss is recognized upon the
disposition of such previously acquired shares. Shares of stock received by the
option holder, equal in number to the previously acquired shares exchanged
therefor, have the same basis and holding period as such previously acquired
shares. Shares of stock received by the option holder, in excess of the number
of previously acquired shares, have a basis equal to the fair market value of
such additional shares as of the date ordinary income is recognized. The
holding period for such additional shares commences as of the date ordinary
income is recognized.
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<PAGE>
PART II
UNDERTAKINGS AND OTHER
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996, as amended.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year ended March 31, 1996.
(c) The description of the Registrant's securities contained in the
Registrant's registration statement on Form 8-A previously filed under the
Exchange Act on December 7, 1994, as amended January 30, 1995, together
with any amendment or report filed pursuant to such Exchange Act amending
or updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended ("Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold, or
which deregisters all securities remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and shall 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.
The California General Corporations Law provides that California
corporations may include provisions in their articles of incorporation relieving
directors of monetary liability for breach of their fiduciary duty as directors,
except for the liability of a director resulting from (i) any transaction from
which the director derives an improper personal benefit, (ii) acts or omissions
involving intentional misconduct or a knowing and culpable violation of law,
(iii) acts or omissions that a director believes to be contrary to the best
interests of the Registrant or its shareholders or that involves the absence of
good faith on the party of the director (iv) acts or
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<PAGE>
omissions constituting an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its shareholders, (v)
acts or omissions showing a reckless disregard for the director's duty to the
Registrant or its shareholders in circumstances in which the director was
aware or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the Registrant or its
shareholders, (vi) any improper transaction between a director and the
Registrant in which the director has a material financial interest, or (vii)
the making of an illegal distribution to shareholders or an illegal loan or
guaranty. The Registrant's Articles of Incorporation provide that the
Registrant's directors are not liable to the Registrant or its shareholders
for monetary damages for breach of their fiduciary duties to the fullest
extent permitted by California law.
The inclusion of the above provision in the Articles of Incorporation may
have the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter shareholders or management from bringing a
lawsuit against directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefitted the Registrant and its
shareholders. At present, there is no litigation or proceeding pending
involving a director of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any director.
The Registrant's Articles of Incorporation provide that the Registrant
shall indemnify its directors and officers to the fullest extent permitted by
California law, including circumstances in which indemnification is otherwise
discretionary under California law. Since the California statute is
nonexclusive, it is possible that certain claims beyond the scope of the statute
may be indemnifiable. Accordingly, the Registrant has also entered into an
indemnification agreement (the "Indemnification Agreement") with certain of its
directors and officers that requires the Registrant to indemnify such directors
and officers to the fullest extent permitted by law. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant, 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.
It is intended that the Indemnification Agreements provide a scheme of
indemnification which may be broader than that specifically provided by the
California statute. It has not yet been determined, however, the degree to
which the indemnification expressly permitted by the California statute may be
expanded.
Set forth below is a description of the principal provisions of the
Indemnification Agreement:
First, the Indemnification Agreement imposes upon the Company the burden of
proving that the Indemnified Party has not met the applicable standard of
conduct required for indemnification. The California statute requires a finding
by the Board of Directors, independent legal counsel, or the stockholders that
the applicable standard of conduct has been met.
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<PAGE>
Second, the Indemnification Agreement provides that litigation expenses
shall be advanced to an Indemnified Party at his or her request, against an
undertaking to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses. The California statute
provides that such expenses may be advanced against such an undertaking, upon
authorization by the Board of Directors.
Third, in the event the Company does not pay a requested indemnification
amount, the Indemnification Agreement allows such Indemnified Party to contest
this determination by petitioning a court to make an independent determination
of whether such indemnified Party is entitled to indemnification under the
Indemnification Agreement. The California statute does not set forth the
procedure for contesting a corporation's determination of a party's right to
indemnification.
Finally, the Indemnification Agreement explicitly provides that actions by
an Indemnified Party at the request of the Company as a director, officer or
agent of an employee benefit plan, corporation, partnership, joint venture or
other enterprise owned or controlled by the Company shall be covered by the
indemnification. The California statute does not specifically address this
issue. It does, however, provide that to the extent that an Indemnified Party
has been successful on the merits, he shall be entitled to such indemnification.
The Company is not aware of any threatened litigation or proceeding which
may result in a claim for indemnification under the Indemnification Agreement by
any director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
5. Opinion of Rutan & Tucker regarding legality.*
23.2 Consent of Independent Accountants.*
- ------------------
* Filed herewith
ITEM 9. UNDERTAKINGS.
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 (unless the information
required by paragraphs (i) and (ii) below is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement):
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<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Act;
(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; and
(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.
(2) That, for the purpose of determining any liability under the Act, 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 the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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 Exchange Act) 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 the time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liability arising under the Act 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 the City of Irvine, State of California on May 13, 1997.
PREMIER LASER SYSTEMS, INC.,
a California corporation
By: /S/ COLETTE COZEAN
--------------------------
Colette Cozean, President, Chief Executive
Officer and Chairman of the Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, including a
majority of the Board of Directors, in the capacities and on the date indicated.
Signature Title Date
- --------- ------ -----
/S/ COLETTE COZEAN President, Chief Executive Officer May 13, 1997
- -------------------- and Chairman of the Board of Directors
COLETTE COZEAN
/S/ MICHAEL L. HIEBERT Chief Financial Officer and Vice May 13, 1997
- ---------------------- President Finance (Principal Financial
MICHAEL L. HIEBERT Officer and Principal Accounting Officer)
/S/ PATRICK J. DAY
- ----------------------
PATRICK J. DAY Director May 13, 1997
/S/ G. LYNN POWELL
- -----------------------
G. LYNN POWELL, D.D.S Director May 13, 1997
/S/ E. DONALD SHAPIRO
- -----------------------
E. DONALD SHAPIRO Director May 13, 1997
- -----------------------
GRACE CHIN-HSIN LIN Director ______, 1997
<PAGE>
EXHIBITS INDEX
Page
-----
5. OPINION AND CONSENT OF LEGAL COUNSEL . . . . . . . . 16
23.2 CONSENT OF INDEPENDENT ACCOUNTANTS. . . . . . . . . . 17
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EXHIBIT 5.
OPINION AND CONSENT OF LEGAL COUNSEL
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<PAGE>
May 13, 1997
Premier Laser Systems, Inc.
3 Morgan
Irvine, California 92718
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") which has been filed by Premier Laser
Systems, Inc. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act") for the purpose
of registering the sale of 550,000 shares of Class A Common Stock of the Company
upon the exercise of options granted under the Company's February 1996 Stock
Option Plan. We are familiar with the proceedings taken and proposed to be
taken in connection with the issuance and sale of the securities in the manner
set forth in the Registration Statement. Subject to completion of the
proceedings contemplated in connection with the foregoing matters, we are of the
opinion that all of the Class A Common Stock to be sold pursuant to the
Registration Statement has been duly authorized and, when issued and sold in the
manner set forth in the Registration Statement will, upon such issuance and
sale, be validly and legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement or any amendment thereto.
Respectfully submitted,
RUTAN & TUCKER, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 17, 1996, which appears on page 26
of the Premier Laser Systems, Inc. Annual Report on Form 10-KSB for the year
ended March 31, 1996.
PRICE WATERHOUSE LLP
Costa Mesa, California
May 8, 1997
