<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ELECTROGLAS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0336101
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2901 CORONADO DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 727-6500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's
Principal Executive Offices)
1997 STOCK INCENTIVE PLAN AND STOCK OPTIONS GRANTED PURSUANT TO AGREEMENTS
MADE BETWEEN ELECTROGLAS, INC. AND CERTAIN EMPLOYEES OF
KNIGHTS TECHNOLOGY, INC.
-------------------------------
(Full Title of Plans)
ARMAND J. STEGALL
VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
ELECTROGLAS, INC.
2901 CORONADO DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 727-6500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for
Service)
---------------
Copies to:
STEPHEN M. TENNIS, ESQ.
CORI M. ALLEN, ESQ.
MORRISON & FOERSTER LLP
755 PAGE MILL ROAD
PALO ALTO, CA 94304-1018
(415) 813-5600
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) FEE
------------------- ------------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share..... 806,250 $32.00 $25,800,000.00 $7,818.00
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) and Rule 457(h) of
Regulation C promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
Page 1 of 7 pages
The Index to Exhibits appears on page II-4
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with General Instruction E to Form S-8, the contents of
the Registrant's Registration Statement on Form S-8, Commission File No.
333-28327, including exhibits thereto, are hereby incorporated by reference into
this Registration Statement, except as the same may be modified by the
information set forth herein.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Commission File No. 33-61523)
which became effective on June 23, 1993 (the "1993 Registration
Statement")).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the 1993 Registration Statement).
5.1 Opinion of Morrison & Foerster LLP
23.1 Opinion of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
(see Page II-6)
24.1 Power of Attorney (See Page II-2)
Page 2 of 7 pages
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Electroglas, Inc., 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 Jose, State of
California, on September 5, 1997.
ELECTROGLAS, INC
By: /s/ Curtis S. Wozniak
-----------------------------------
Curtis S. Wozniak
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Curtis
S. Wozniak and Armand J. Stegall, and each of them, as attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming the said
attorney-in-fact or his substitute or substitutes, may lawfully 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Curtis S. Wozniak Chief Executive September 5, 1997
- ------------------------- Officer and Director
Curtis S. Wozniak and Chairman
(Principal Executive
Officer)
</TABLE>
Page 3 of 7 pages
II-2
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<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Armand J. Stegall Vice President, September 5, 1997
- ------------------------- Finance, Chief
Armand J. Stegall Financial Officer,
Treasurer and
Secretary (Principal
Financial and
Accounting Officer)
/s/ Neil R. Bonke Director September 5, 1997
- -------------------------
Neil R. Bonke
/s/ Joseph F. Dox Director September 5, 1997
- -------------------------
Joseph F. Dox
/s/ Roger D. Emerick Director September 5, 1997
- -------------------------
Roger D. Emerick
/s/ Robert J. Frankenberg Director September 5, 1997
- -------------------------
Robert J. Frankenberg
</TABLE>
Page 4 of 7 pages
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DOCUMENT NUMBERED PAGES
- ------- -------- --------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Commission File No. 33-61523)
which became effective on June 23, 1993 (the "1993 Registration
Statement")).
4.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the 1993 Registration Statement).
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent
Auditors (see page II-6)
24.1 Power of Attorney (see page II-2)
</TABLE>
Page 5 of 7 pages
II-4
<PAGE> 6
EXHIBIT 5.1
September 5, 1997
Electroglas, Inc.
2901 Coronado Drive
Santa Clara, California 95054
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by Electroglas, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on September 5, 1997 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 806,250 shares of the Company's Common Stock (the "Shares"). The
Shares are reserved for issuance pursuant to the Company's 1997 Stock Incentive
Plan and an agreement with certain employees of Knights Technology, Inc. As
counsel to the Company, we have examined the proceedings taken by the Company in
connection with the registration of the Shares.
It is our opinion that the Shares, when issued and sold in the
manner described in the Registration Statement and the related Prospectus, will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
Page 6 of 7 pages
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Stock Incentive Plan and Stock
Options granted pursuant to Agreements made between Electroglas, Inc. and
Certain Employees of Knights Technology, Inc. of our reports dated January 21,
1997 (except for Note 11, as to which the date is March 12, 1997), with respect
to the consolidated financial statements of Electroglas, Inc. incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31, 1996
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
September 4, 1997
Page 7 of 7 pages
II-6
