<PAGE> 1
As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRECISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1425909
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716
(813) 572-9300
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
STEVEN H. GRANT
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716
(813) 572-9300
(Name, address, including zip code, and telephone number,
including area code of agent for service)
STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 1,000,000 $8.00 $8,000,000 $2,758.62
Par Value
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</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating
the registration fee and are based upon the average of the high and low
prices of the Common Stock of the registrant on the NASDAQ National Market
System of October 1, 1996.
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EXPLANATORY NOTE -
REGISTRATION OF ADDITIONAL SECURITIES
Precision Systems, Inc. (the "Company") registered two million five
hundred thousand (2,500,000) shares of common stock on registration statement
No. 33-53880 on Form S-8 ("Registration Statement No. 33-53880") on October 29,
1992. The Company also registered an additional one million (1,000,000) shares
of common stock on registration statement No. 33-95356 on Form S-8
("Registration Statement No. 33-95356") on August 2, 1995. The purpose of this
registration statement is to register an additional one million (1,000,000)
shares of the Company's common stock relating to the Company's Stock Option and
Restricted Stock Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Precision Systems, Inc. with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1995.
2. The Company's Form 10-Q for the nine and three months
ended May 31, 1996.
3. The Company's Form 8-K dated September 16, 1996.
4. The contents of Registration Statement No. 33-53880.
5. The contents of Registration Statement No. 33-94356.
Item 8. EXHIBITS
(5) Opinion of Baker & McKenzie.
(23) Consent of Independent Auditors.
(23.1) Consent of Baker & McKenzie (contained in Exhibit 5 to this
registration statement).
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SIGNATURES
The Registrant. 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 St. Petersburg, State of Florida, on this 7th day of
October, 1996.
PRECISION SYSTEMS, INC.
By: /s/ Steven H. Grant
--------------------------------
Steven H. Grant
Chief Financial Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Steven H. Grant and Kenneth M. Clinebell and
each of them, his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place, and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) or supplements to this Registration
Statement and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing necessary and appropriate to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on October 7, 1996.
/s/ Dick Liebhaber Chairman of the Board and Director
- -----------------------------------
Dick Liebhaber
/s/ Russell I. Pillar President and Chief Executive Officer
- ----------------------------------- and Director
Russell I. Pillar
/s/ Steven H. Grant Senior Vice President and Chief
- ----------------------------------- Financial Officer
Steven H. Grant
/s/ Kenneth M. Clinebell Vice President and Controller (Principal
- ----------------------------------- Accounting Officer)
Kenneth M. Clinebell
/s/ Kwang-I Yu, Ph.D. Director
- -----------------------------------
Kwang-I Yu, Ph.D.
/s/ Hector Alcalde Director
- -----------------------------------
Hector Alcalde
/s/ Berte Kolde Director
- -----------------------------------
Berte Kolde
/s/ Ian Dalziel Director
- -----------------------------------
Ian Dalziel
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EXHIBIT 5
[BAKER & MCKENZIE LETTERHEAD]
ATTORNEYS AT LAW
----------------
October 14, 1996
Precision Systems, Inc.
11800 30th Court North
St. Petersburg, Florida 33716
Re: Validity of Common Stock
Ladies and Gentlemen:
We are rendering this opinion in connection with the registration,
pursuant to a registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), of 1,000,000 shares of common stock (the "Common Stock") of Precision
Systems, Inc., a Delaware corporation (the "Company"), pursuant to the
Company's Stock Option and Restricted Stock Plan (the "Plan").
In connection with the preparation of this opinion, we have examined
the minute books and stock records as presented to us by the Company, the
Restated Certificate of Incorporation and Restated By-Laws of the Company, the
Registration Statement, copies of resolutions duly adopted by the Board of
Directors of the Company relating to the authorization and proposed issuance of
the Common Stock, and certain documents relating to the Plan. In addition, we
have reviewed such other documents and instruments and have conferred with
various officers and directors of the Company and have ascertained or verified
to our satisfaction such additional facts with respect to the Company as we
have deemed necessary or appropriate for the purposes of this opinion.
We have assumed for purposes of this opinion that all applicable laws,
rules and regulations in effect at the time of the issuance of the Common Stock
under the Plan will be the same as such laws, rules and regulations in effect
as of the date hereof.
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BAKER & McKENZIE
Precision Systems, Inc.
October 14, 1996
Page 2
Based on the foregoing, we are of the opinion that, subject to the
effectiveness of the Registration Statement and compliance with applicable
state securities laws, the Common Stock, when issued and, in the case of
options granted pursuant to the Plan, paid for pursuant to the terms of the
Plan, will constitute duly authorized, validly issued, fully paid and
nonassessable shares of common stock of the Company.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to
the Registration Statement. This consent is not to be construed as an
admission that we are a person whose consent is required to be filed with the
Registration Statement under the Securities Act.
Very truly yours,
/s/ Baker & McKenzie
---------------------
Baker & McKenzie
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Precision Systems, Inc. on Form S-8 of our report dated November 10, 1995
(November 21, 1995, as to Note 16), appearing in the Annual Report on Form 10-K
of Precision Systems, Inc. for the year ended August 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
October 15, 1996
