<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 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)
KNIGHTS TECHNOLOGY, INC. 1987 STOCK OPTION PLAN
AND EMPLOYMENT AGREEMENTS WITH EACH OF
TOM SHERBY, KEN HUANG, MARY KORN AND ANKUSH OBERAI
----------------------------------------
(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
---------------
<PAGE> 2
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..... 223,700 $4.34 - $23.475 $2,597,333.00 $788.00
===============================================================================================
</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"). The price per share and aggregate offering price are
based upon (a) the weighted average exercise price of shares subject to
options currently outstanding under the Knights Technology, Inc. 1987 Stock
Option Plan and (b) the average of the high and low prices of the
Registrant's Common Stock on May 27, 1997, as reported on the Nasdaq
National Market for shares underlying future option grants under Employment
Agreements with each of Tom Sherby, Ken Huang, Mary Korn and Ankush Oberai.
The following chart shows the calculation of the registration fee.
<TABLE>
<CAPTION>
Number of Offering Price Aggregate
Type of Shares Shares Per Share Offering Price
-------------- ------ --------- --------------
<S> <C> <C> <C>
Outstanding Options 138,700 $4.34 $601,958.00
Shares Available for 85,000 $23.475 $1,995,375.00
=============
Future Grant
$2,597,333.00
x.0003030303
=============
$788.00
==================================================================================
</TABLE>
Page 2 of 11 pages
<PAGE> 3
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.
Page 3 of 11 pages
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Electroglas, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
1. The Registrant's 10-K, for the fiscal year ended December 31, 1996,
filed with the Commission on March 26, 1997; and
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed with the Commission on May 13, 1997; and
3. The description of the Registrant's Common Stock to be offered hereby
which is contained in its Registration Statement on Form 8-A filed with the
Commission on April 23, 1993, as amended thereafter.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Except as superseded or modified herein, any statement contained in any
document incorporated by reference herein or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in
Page 4 of 11 pages
<PAGE> 5
certain circumstances, and to Section 102(b)(7) of the GCL, which provides for
the elimination or limitation of the personal liability for monetary damages of
directors under certain circumstances. Article IX of the Certificate of
Incorporation of the Company eliminates the personal liability for monetary
damages of directors under certain circumstances and provides indemnification to
directors and officers of the Company to the fullest extent permitted by the
GCL. Among other things, these provisions provide indemnification for officers
and directors against liabilities for judgments in and settlements of lawsuits
and other proceedings and for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any such lawsuit or
proceeding.
In addition, the Registrant has entered, or intends to enter, into
indemnification agreements with its directors and certain of its officers. In
general, these indemnification agreements require the Registrant to indemnify
such persons against certain liabilities, expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director and/or an officer of the
Registrant or any of its affiliated enterprises. Such indemnification agreements
also set forth certain procedures, including the advancement of expenses, that
apply in the event of a claim for indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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
24.1 Power of Attorney (See Pages II-1 and II-2)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
Page 5 of 11 pages
<PAGE> 6
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) 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;
(c) 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 (1)(a) and (1)(b) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Page 6 of 11 pages
<PAGE> 7
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 June 2, 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.
Signature Capacity Date
- --------- -------- ----
/s/ Curtis S. Wozniak Chief Executive June 2, 1997
- ------------------------------- Officer and Director
Curtis S. Wozniak (Principal Executive
Officer)
Page 7 of 11 pages
II-1
<PAGE> 8
/s/ Armand J. Stegall Vice President, June 2, 1997
- ------------------------------ Finance, Chief
Armand J. Stegall Financial Officer,
Treasurer and
Secretary (Principal
Financial and
Accounting Officer)
/s/ Neil R. Bonke Chairman of the Board June 2, 1997
-----------------------------
Neil R. Bonke
/s/ Joseph F. Dox Director June 2, 1997
- ------------------------------
Joseph F. Dox
/s/ Roger D. Emerick Director June 2, 1997
- ------------------------------
Roger D. Emerick
Director June 2, 1997
- ------------------------------
Robert J. Frankenburg
Page 8 of 11 pages
II-2
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
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
24.1 Power of Attorney (see pages II-1 and II-2)
Page 9 of 11 pages
II-3
<PAGE> 1
EXHIBIT 5.1
June 3, 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 June 3, 1997 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 223,700 shares of the Company's Common Stock (the "Shares"). The
Shares are reserved for issuance under the Knights Technology, Inc. 1987 Stock
Option Plan and the employment agreements between the company and each of Tom
Sherby, Ken Huang, Mary Korn and Ankush Oberai. 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 10 of 11 pages
<PAGE> 1
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 Knights Technology, Inc. 1987 Stock
Option Plan and Employment Agreements with each of Tom Sherby, Ken Huang, Mary
Korn and Ankush Oberiai 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.
San Jose, California
May 30, 1997
/s/ Ernst & Young LLP
Page 11 of 11 pages
