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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROXIMA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3740880
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
9440 CARROLL PARK DRIVE
SAN DIEGO, CA 92121
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
AMENDED AND RESTATED
PROXIMA CORPORATION
1996 STOCK PLAN
(FULL TITLE OF THE PLAN)
DENNIS A WHITTLER
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
PROXIMA CORPORATION
9440 CARROLL PARK DRIVE
SAN DIEGO, CA 92121
(619) 457-5500
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
ROBERT T. CLARKSON, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock,
par value $0.001 per share..... 1,000,000 shares $12.6875 $12,687,500 $3,844.70
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(1)The Proposed Maximum Offering Price Per Share was estimated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act") solely for the purpose of computing the registration fee,
based on the average of the high and low prices per share of the Common Stock
on the Nasdaq National Market System on January 27, 1997.
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PROXIMA CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1996, and September 29, 1996, filed pursuant to Section
13 of the Exchange Act.
(3) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-21034), filed pursuant
to Section 12(g) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
The Proxima documents incorporated by reference herein contain
forward-looking statements that involve risks and uncertainties. Proxima's
actual results may differ materially from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, the risks identified in the respective documents
incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation ("WSGR"), 650 Page Mill Road, Palo Alto, California 94304-1050, has
rendered an opinion to the effect that the Common Stock offered hereby will,
when issued in accordance with the Registrant's 1996 Stock Plan (the "Plan"), be
legally and validly issued, fully paid and non-assessable. Certain members of
WSGR, or investment partnerships of which such persons are partners,
beneficially own approximately 2,000 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article Ninth of the Company's
Certificate of Incorporation and Article VI of the Bylaws of the Company provide
for indemnification of officers and directors to the maximum extent permitted by
the Delaware General Corporation Law and allow for such indemnification of other
employees and agents. Persons covered by these indemnification provisions
include current and former directors, officers, employees and other agents of
the Company, as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise. In addition, the
Company has entered into agreements with its officers and directors that require
the Company to indemnify its officers and directors to the maximum 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
Company pursuant to the foregoing provisions, the Company has been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 Amended and Restated Proxima Corporation 1996 Stock Plan, with forms of
Stock Option Agreements, Restricted Stock Purchase Agreement and related
documents, incorporated by reference from Exhibit 10.1 of the Company's
Report on Form 10-Q for the quarter ended September 29, 1996, File No.
0-21034.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of securities
being registered.
23.1 Independent Auditor's Consent (Deloitte & Touche LLP)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned company 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;
(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 paragraphs (a)(1) (i) and
(a)(1) (ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to section
13 or
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section 15 (d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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 that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities 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
Securities 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 hereunder, 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
Securities 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, 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 San Diego, State of California, on January 31, 1997.
PROXIMA CORPORATION
By: /s/ Dennis A. Whittler
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Dennis A. Whittler, Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis A. Whittler and John E. Rehfeld,
each of them, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ John E. Rehfeld President, Chief Executive Officer and January 31, 1997
- ----------------------- Director (Principal Executive Officer)
(John E. Rehfeld)
/s/ Patrick Arrington Director January 31, 1997
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(Patrick Arrington)
/s/ Robert W. Johnson Director January 31, 1997
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(Robert W. Johnson)
/s/ Richard E. Belluzzo Director January 31, 1997
- -----------------------
(Richard E. Belluzzo)
/s/ Jeffrey M. Nash Director January 31, 1997
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(Jeffrey M. Nash)
/s/ Kenneth E. Olson Chairman of the Board and Director January 31, 1997
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(Kenneth E. Olson)
/s/ John M. Seiber Director January 31, 1997
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(John M. Seiber)
/s/ Dennis A. Whittler Vice President, Finance and Chief January 31, 1997
- ----------------------- Financial Officer (Principal Financial
(Dennis A. Whittler) and Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Amended and Restated Proxima Corporation 1996 Stock Plan,
with forms of Stock Option Agreements, Restricted Stock
Purchase Agreement and related documents, incorporated by
reference from Exhibit 10.1 of the Company's Report on
Form 10-Q for the quarter ended September 29, 1996, File
No. 0-21034.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality
of securities being registered
23.1 Independent Auditor's Consent (Deloitte & Touche LLP)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included in
Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
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EXHIBIT 5.1
January 31, 1997
Proxima Corporation
9440 Carroll Park Drive
San Diego, CA 92121
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Proxima Corporation, a Delaware corporation (the
"Company" or "you"), with the Securities and Exchange Commission on or about
January 31, 1997, in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of 1,000,000 shares of Proxima Corporation
Common Stock (the "Plan Shares") reserved for issuance under options granted or
to be granted pursuant to the Amended and Restated Proxima Corporation 1996
Stock Plan (the "Plan"). As your counsel in connection with the transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the proposed sale and issuance of
the Plan Shares.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements that accompany the Plan, and upon
completion of the actions being taken or proposed to be taken to permit such
transactions to be carried out in accordance with the securities laws of the
various states where required, the Plan Shares, when issued and sold in the
manner described under the Plan and the agreements that accompany the Plan, will
be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments or supplements thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Proxima Corporation on Form S-8 and the related Prospectus of our reports
dated May 3, 1996 (June 28, 1996 as to Note 8), appearing in the Annual Report
on Form 10-K of Proxima Corporation for the year ended March 31, 1996.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
San Diego, California
January 30, 1997
