SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PML, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 93-1116123
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
27120 SW 95th Avenue, Wilsonville, Oregon 97070
(Address of Principal Executive Offices, including Zip Code)
PML, Inc. 1994 Stock Option Plan
(Full Title of the Plan)
DWT Oregon Corp.
Suite 2300
1300 SW Fifth Avenue
Portland, Oregon 97201
(Name and Address of Agent for Service)
(503) 241-2300
(Telephone Number, Including Area Code, of Agent for Service)
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Copy to:
David C. Baca, Esq.
Davis Wright Tremaine LLP
Suite 2300
1300 SW Fifth Avenue
Portland, Oregon 97201
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price
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Common Stock 875,000 $1.75 $875,000 $265.15
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(1) Estimated solely for the purpose of calculating the registration
fee. The price per share is estimated to be $1.75 based on the last sale quoted
on NASDAQ on October 22, 1997.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act of 1933, as amended, and the Note to Part 1 of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The registrant's latest annual report, filed pursuant to the
Exchange Act of 1934, containing audited financial statements for the
registrant's latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
registrant document referred to in (a) above;
(c) The registrant's description of securities contained in the
registration statement on Form S-1, filed pursuant to the Securities Act of
1933.
(d) All documents subsequently filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The registrant has authority under applicable provisions of the Oregon
Business Corporation Act to indemnify its directors and officers to the extent
provided under such Act. The registrant's Articles of Incorporation and Bylaws
provide additional indemnification provisions for the benefit of the
registrant's directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following Exhibits are filed as a part of this Registration
Statement:
Exhibit
Number Description
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4.1* Articles of Incorporation of the registrant, as amended
4.2* Bylaws of the registrant, as amended
4.3* PML, Inc. 1994 Stock Option Plan
5.1 Opinion of Davis Wright Tremaine LLP as to the legality
of securities being registered through this Registration
Statement.
23.1 Consent of Davis Wright Tremaine LLP, contained in opinion
filed as Exhibit 5.1
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (see signature page)
* The exhibits marked with a single asterisk ("*") are documents that have
previously filed with the SEC and are incorporated by reference into this
Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes to do the following:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
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(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) 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.
(c) (1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act as part of this registration statement as of the time
the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and offering of the securities at that time as the initial bona fide offering of
those securities.
<PAGE>
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 Portland, State of Oregon, on this 23rd day of
October, 1997.
PML, INC.
(Registrant)
Date: 10/23/97 By/s/ Kenneth Minton
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Its: President and Chief Executive Officer
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POWER OF ATTORNEY
The officers and directors of PML, Inc., whose signatures appear below,
hereby constitute and appoint Kenneth L. Minton and James N. Weider and each of
them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that said
attorney and agent, or his or their substitutes, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Kenneth L. Minton 10/23/97
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Kenneth L. Minton President and Chief
Executive Officer
/s/ James N. Weider 10/23/97
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James N. Weider Vice President-Finance
/s/ James N. Weider 10/23/97
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James N. Weider Chief Financial Officer
/s/ Arthur R. Torland 10/23/97
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Arthur R. Torland Director
/s/ Kenneth L. Minton 10/23/97
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Kenneth L. Minton Director
/s/ Douglas C. Johnson 10/23/97
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Douglas C. Johnson Director
/s/ Craig S. Montgomery 10/23/97
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Craig S. Montgomery Director
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Pages
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4.1* Articles of Incorporation of the registrant, as amended
4.2* Bylaws of the registrant, as amended
4.3* PML, Inc. 1994 Stock Option Plan
5.1 Opinion of Davis Wright Tremaine LLP as to the legality
of securities being registered through this Registration
Statement.
23.1 Consent of Davis Wright Tremaine LLP, contained in opinion
filed as Exhibit 5.1
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (see signature page)
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* The exhibits marked with a single asterisk ("*") are documents that have
previously filed with the SEC and are incorporated by reference into this
Registration Statement.
Exhibit 5.1
[Davis Wright Tremaine LLP Letterhead]
October 28, 1997
PML, Inc.
27120 SW 95th Avenue
Wilsonville, Oregon 97070
Re: Registration Statement, Form S-8
PML, Inc. 1994 Stock Option Plan
Our File No. 38959\37
Gentlemen:
In connection with the Registration Statement on Form S-8, to
be filed on or about October 24, 1997, with the Securities and exchange
Commission pursuant to the Securities Act of 1933, as amended, you have
requested us to furnish our opinion, pursuant to the laws of the State of
Oregon, as to the validity of the 500,000 shares of common stock (the "Shares")
being registered thereunder. We have reviewed the Articles of Incorporation, as
amended and restated, the Bylaws, as amended, PML, Inc.'s minute books and such
other corporate records and matters as we have deemed appropriate for purposes
of this opinion. In our examination, we have assumed the genuineness of
signatures, the legal capacity of natural persons executing documents, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all copies submitted to us as copies thereof.
Based on the foregoing, we are of the opinion that the Shares,
when issued pursuant to the provisions of the PML, Inc. 1994 Stock Option Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement described in the initial paragraph of this opinion
letter. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required by the Securities Act of 1933, as
amended.
Very truly yours,
DAVIS WRIGHT TREMAINE LLP
PRE:mg
Exhibit 23.2
[PRICE WATERHOUSE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference to this Registration Statement of
PML, Inc. on Form S-8 of our report dated July 7, 1997, appearing in PML, Inc.'s
1997 Annual Report.
PRICE WATERHOUSE LLP
October 28, 1997
