Registration Number 333-38214
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
INPRIMIS, INC.
(Exact name of issuer as specified in its charter)
FLORIDA 59-2479377
(State of Incorporation) (IRS Employer Identification Number)
1601 CLINT MOORE ROAD, BOCA RATON, FLORIDA 33487 (561) 997-6227
(Address and telephone number of Principal Executive Offices)
INPRIMIS, INC.
1992 STOCK OPTION PLAN
(Full title of the Plan)
R. Michael Brewer
Vice President of Finance
Chief Financial Officer
Inprimis, Inc.
1601 Clint Moore Road
Boca Raton, Florida 33487
(561) 997-6227
<PAGE>
(Name, address and telephone number of agent service)
Copy to:
Francis J. Feeney, Jr.
Hutchins, Wheeler & Dittmar
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
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ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
4.1 First Amendment to Registrant's 1992 Stock Option Plan. (Filed as
Exhibit 4.2 to the Registrant's Registration Statement
on Form S-8, File No. 33-80043 and herein incorporated by reference.)
4.2 Fourth Amendment to Registrant's 1992 Stock Option Plan.
1
<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 this Amendment No. 1 to Form S-8 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Boca Raton, Florida on December
12, 2000.
INPRIMIS, INC.
By: /s/ Robert W. Ferguson
Name: Robert W. Ferguson
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 has been signed by the following persons in the capacities and
on the dates indicated.
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<S> <C> <C>
TITLE DATE
/s/ Robert W. Ferguson Chief Executive Officer December 12, 2000
----------------------
and Chairman of the
Robert W. Ferguson Board of Directors
(principal executive officer)
/s/ Michael Brewer Vice President of December 12, 2000
------------------
Finance and Chief Financial
Michael Brewer Officer (principal financial
and accounting officer)
/s/ Robert W. Ferguson Director December 12, 2000
----------------------
Robert W. Ferguson
/s/ H. Ric Luhrs Director December 12, 2000
----------------
H. Ric Luhrs
/s/ Douglas K. Raborn Director December 12, 2000
---------------------
Douglas K. Raborn
2
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/s/ Joseph M. O'Donnell Director December 12, 2000
-----------------------
Joseph M. O'Donnell
/s/ Arthur R. Wyatt Director December 12, 2000
-------------------
Arthur R. Wyatt
/s/ Blaine E. Davis Director December 12, 2000
-------------------
Blaine E. Davis
/s/ Eduard Will Director December 12, 2000
---------------
Eduard Will
_________________ Director December 12, 2000
Karl Gruns
/s/ Michael S. Polacek Director
----------------------
Michael S. Polacek
/s/ Bernard A. Carballo Director December 12, 2000
-----------------------
Bernard A. Carballo
______________________ Director
Philip A. Vachon
_______________________ Director
Rob van Oostenbrugge
</TABLE>
3
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
4.1 First Amendment to Registrant's 1992 Stock Option Plan. (Filed as
Exhibit 4.2 to the Registrant's Registration Statement
on Form S-8, File No. 33-80043 and herein incorporated by reference.)
4.2 Fourth Amendment to Registrant's 1992 Stock Option Plan.
4
<PAGE>
EXHIBIT 4.2
INPRIMIS, INC.
FOURTH AMENDMENT OF 1992 STOCK OPTION PLAN
In accordance with the provisions of Section 19 of the Boca Research,
Inc. 1992 Stock Option Plan (the "Plan"), the Plan is hereby amended as follows
effective as of the date this Amendment is adopted by the Board of Directors:
1. The name of the Plan shall be the Inprimis, Inc. 1992 Stock Option Plan.
2. Section 9(a)(2) shall be deleted in its entirety and the following
language shall be substituted in its place: "(2) Except as otherwise provided in
this Section 9, an option granted to any employee optionee who ceases to be an
employee of the Company or one of its subsidiaries shall terminate on the
earlier of (i) thirty (30) days (or such longer period of time as may be
specified by the Committee in the optionee's Agreement) following the date the
optionee ceases to be an employee of the Company or one of its subsidiaries, or
(ii) the date on which the option expires by its terms."
3. The Plan is amended by adding the following Section 24: "24. Stock
Awards.
(a) The Committee may grant, subject to the limitation on the number of
shares of Common Stock available under Section 2 hereof, stock awards to
employees of and other key individuals engaged to provide services to the
Company and its subsidiaries. A stock award may be made in stock or
denominated in stock subject to final settlement in cash or stock. Each
stock award granted shall be subject to such terms and conditions as the
Committee, in its sole discretion, shall determine and establish. These may
include, but are not limited to, establishing a holding period during which
stock issued pursuant to an award may not be transferred, requiring
forfeiture of the stock award because of termination of employment or
failure to achieve specific objectives such as measures of individual,
business unit, or Company performance, including stock price appreciation.
In determining a person's eligibility to be granted an award, as well as in
determining the number of shares to be awarded to any person, the Committee
shall take into account the person's position and responsibilities, the
nature and value to the Company or its subsidiaries of such person's
service and accomplishments, such person's present and potential
contribution to the success of the Company or its subsidiaries, and such
other factors as the Committee may deem relevant.
(b) The Committee may provide that a stock award shall earn dividends or
dividend equivalents, which may be paid currently or may be deferred in
payment, including reinvestment in additional shares covered by the
applicable stock award, all on such terms and conditions as the Committee
shall deem appropriate.
(c) The Committee shall require that for any stock award to be effective,
the recipient of the award shall execute an award agreement at such time
and in such form as the Committee shall determine. Any award agreement may
require that for any or some of the shares issued, the awardee must pay a
minimum consideration, whether in cash, property or services, as may be
required by applicable law or the Committee, as the Committee shall
determine.
(d) A stock award may be granted singly or in combination or in tandem with
another stock award or stock option. A stock award may also be granted as
the payment form in settlement of a grant or right under any other Company
employee benefit or compensation plan or arrangement, including the plan or
arrangement of an acquired entity.
(e) No stock award granted to any person under the Plan shall be assignable
or transferable otherwise than by will or the laws of descent and
distribution. Any stock award granted under the Plan shall be null and void
and without effect upon any attempted assignment or transfer, except as
herein provided, including without limitation any purported assignment,
whether voluntary or by operation of law, pledge, hypothecation or other
disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such award.
(f) All provisions of the Plan applicable to the grant of stock options
(including limitations on transferability, adjustment for corporate events,
restrictions on issue of shares, and termination and amendment) shall apply
equally to stock awards except as the context may otherwise require in the
sole discretion of the Committee or the Board."
4. This Amendment shall take effect as of the date of its adoption by the
Board of Directors of Inprimis, Inc.
5. Except as hereinabove provided, the Plan is hereby ratified and
confirmed in all respects.
Inprimis, Inc.
By: /S/ Robert W. Federspiel
Robert W. Federspiel
Secretary
Adopted by the Board of Directors: December 11, 2000
Approval by the Stockholders not required.
