<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON __________, 1998
REGISTRATION NO. 33- _______________
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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SOLIGEN TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Wyoming 95-4440838
(State of Incorporation) (I.R.S. Employer
Identification No.)
19408 Londelius Street
Northridge, California 91524
(address of principal executive office)
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SOLIGEN TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN
(Full Title of the Plan)
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Yehoram Uziel, President
Soligen Technologies, Inc.
19408 Londelius St.
Northridge, CA 91524
(818) 718-1221
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum
Title of Securities Number to Be Offering Price Per Proposed Maximum
to be Registered Registered (1)(2) Share (3) Aggregate Offering Price (3) Amount of Fee
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<S> <C> <C> <C> <C>
Common Stock 1,500,000 $ 0.50 $ 750,000 $ 221.25
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</TABLE>
(1) The amount represents the number of shares issuable pursuant
to the 1993 Stock Option Plan, as amended, in addition to the
3,490,000 shares previously registered on Registration
Statement No. 33-97992.
(2) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved
for issuance pursuant to the 1993 Stock Option Plan as the
result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Registrant.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457. The price per share is
estimated to be $0.50 based on the average of the high ($0.50)
and low ($0.50) sales prices for the Common Stock reported
in the consolidated reporting system as listed on the American
Stock Exchange, Emerging Company Market Place on August 14,
1998.
<PAGE> 2
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EXPLANATORY STATEMENT: Soligen Technologies, Inc. (the "Company")
has previously filed a Registration Statement
on Form S-8 (No. 33-97992) relating to the
1993 Stock Option Plan of the Company. This
Registration Statement relates to the
registration of 1,500,000 additional shares
of Common Stock authorized for issuance under
such Plan. Subject to the final paragraph of
Item 3 of Part II of this Registration
Statement, the contents of the earlier
registration statement are incorporated
herein by reference.
================================================================================
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for
the year ended March 31, 1998:
(b) All other Reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since March 31,
1998.
(c) The description of the Registrant's Common Stock
contained in the Registration Statement on Form 10-SB (Reg. No. 1-12694) filed
by the Registrant on December 20, 1993, including all amendments and reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregister the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Any statement contained in this Registration Statement or a
document incorporated by reference herein shall be deemed superseded or modified
for purposes of this Registration Statement to the extent that a statement
contained herein, or a statement in any subsequently filed document that is also
incorporated by reference herein, modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Garvey, Schubert & Barer regarding legality of the Common Stock
being registered
10.1 1993 Stock Option Plan
10.2 Form of Statutory Stock Option Agreement relating to 1993 Stock Option Plan
</TABLE>
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<TABLE>
<S> <C>
10.3 Form of Nonstatutory Stock Option Agreement relating to 1993 Stock Option Plan
10.4 Amendments to the 1993 Stock Option Plan
10.5 Form 10-KSB for the year ended March 31, 1998
23.1 Consent of Independent Public Accountants
23.2 Consent of Garvey, Schubert & Barer (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney of Dr. Mark W. Dowley
24.2 Power of Attorney of Kenneth T. Friedman
24.3 Power of Attorney of Patrick J. Lavelle
24.4 Power of Attorney of Darryl J. Yea
</TABLE>
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant 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 this 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 this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Exchange Act 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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
<PAGE> 4
be deemed to be the initial bona fide offering thereof.
C. 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 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, 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.
[Remainder of page intentionally left blank.]
<PAGE> 5
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 Northridge, State of California, on the 19th day of
August, 1998.
SOLIGEN TECHNOLOGIES, INC.
By: /s/ Yehoram Uziel
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Yehoram Uziel
Its: Chief Executive Officer, President, and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 19th day of August, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Yehoram Uziel Chief Executive Officer, President, Director
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Yehoram Uziel
/s/ Robert Kassel Chief Financial Officer
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Robert Kassel
* /s/ Dr. Mark W. Dowley Director
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Dr. Mark W. Dowley
* /s/ Kenneth T. Friedman Director
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Kenneth T. Friedman
* /s/ Patrick J. Lavelle Director
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Patrick J. Lavelle
* /s/ Darryl J. Yea Director
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Darryl J. Yea
* /s/ Yehoram Uziel
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Yehoram Uziel, Attorney-in-Fact
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
5.1 Opinion of Garvey, Schubert & Barer regarding
legality of the Common Stock being registered 8
10.1 Soligen Technologies, Inc. 1993 Stock Option Plan *
10.2 Form of Statutory Stock Option Agreement *
10.3 Form of Nonstatutory Stock Option Agreement *
10.4 Amendments to Soligen Technologies, Inc.
1993 Stock Option Plan **
10.5 Form 10-KSB for the year ended March 31, 1998 ***
23.1 Consent of Independent Public Accountants 9
23.2 Consent of Garvey, Schubert & Barer (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney of Dr. Mark W. Dowley 11
24.2 Power of Attorney of Kenneth T. Friedman 12
24.3 Power of Attorney of Patrick J. Lavelle 13
24.4 Power of Attorney of Darryl J. Yea 14
</TABLE>
* Incorporated by reference to the Registration Statement on Form 10-SB
(Reg. No. 1-12694) filed by the Company on December 20, 1993.
** Incorporated by reference to the Registration Statement on Form S-8
(No. 33-97992) filed by the Company on October 11, 1995.
*** Form 10-KSB for the year ended March 31, 1998 is on file with the SEC
and is incorporated herein by reference.
<PAGE> 1
Exhibit 5.1
Soligen Technologies, Inc.
19468 Londelius St.
Northridge, CA 91324
August 19, 1998
RE: 1,500,000 SHARES OF COMMON STOCK OF SOLIGEN TECHNOLOGIES, INC.
(THE "COMPANY")
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 1,500,000 shares of
Common Stock (the "Shares"), which are to be issued pursuant to the Soligen
Technologies, Inc. 1993 Stock Option Plan (the "Plan"), as amended. We have
examined the Registration Statement and such other documents and records of the
Company as we have deemed relevant and necessary for the purposes of this
opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that will be issued pursuant to the Plan, upon the due execution by the
Company and the registration by its registrar of the Shares and the issuance
thereof by the Company in accordance with the terms of the Plan, and the receipt
of consideration therefor in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
This opinion is dated as of the date hereof.
Very truly yours,
GARVEY, SCHUBERT & BARER
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration of Form S-8 of our report dated May 26, 1998
included in Soligen Technologies, Inc. Form 10KSB for the year ended March 31,
1998 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
August 21, 1998
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the person whose signature appears
below constitutes and appoints Yehoram Uziel attorney-in-fact, for him, with the
power of substitution, in any and all capacities, to sign the Registration
Statement on Form S-8 for 1,500,000 shares issuable under the Soligen
Technologies, Inc. 1993 Stock Option Plan, as amended, and any amendments to
such Registration Statement (including post-effective amendments), and to file
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorney-in-fact full power and
authority to do or perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or substitute may lawfully do or cause to be done by virtue
hereof.
/s/ Dr. Mark W. Dowley
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Dr. Mark W. Dowley
<PAGE> 1
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the person whose signature appears
below constitutes and appoints Yehoram Uziel attorney-in-fact, for him, with the
power of substitution, in any and all capacities, to sign the Registration
Statement on Form S-8 for 1,500,000 shares issuable under the Soligen
Technologies, Inc. 1993 Stock Option Plan, as amended, and any amendments to
such Registration Statement (including post-effective amendments), and to file
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorney-in-fact full power and
authority to do or perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or substitute may lawfully do or cause to be done by virtue
hereof.
/s/ Kenneth T. Friedman
-----------------------------------
Kenneth T. Friedman
<PAGE> 1
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the person whose signature appears
below constitutes and appoints Yehoram Uziel attorney-in-fact, for him, with the
power of substitution, in any and all capacities, to sign the Registration
Statement on Form S-8 for 1,500,000 shares issuable under the Soligen
Technologies, Inc. 1993 Stock Option Plan, as amended, and any amendments to
such Registration Statement (including post-effective amendments), and to file
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorney-in-fact full power and
authority to do or perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or substitute may lawfully do or cause to be done by virtue
hereof.
/s/ Patrick J. Lavelle
-----------------------------------
Patrick J. Lavelle
<PAGE> 1
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the person whose signature appears
below constitutes and appoints Yehoram Uziel attorney-in-fact, for him, with the
power of substitution, in any and all capacities, to sign the Registration
Statement on Form S-8 for 1,500,000 shares issuable under the Soligen
Technologies, Inc. 1993 Stock Option Plan, as amended, and any amendments to
such Registration Statement (including post-effective amendments), and to file
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorney-in-fact full power and
authority to do or perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or substitute may lawfully do or cause to be done by virtue
hereof.
/s/ Darryl J. Yea
-----------------------------------
Darryl J. Yea
