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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2000
REGISTRATION NO. 33- ______________
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UNITED STATES
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.)
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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
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<S><C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF
TO BE REGISTERED REGISTERED (1)(2) (3) (3) REGISTRATION FEE
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Common Stock 1,500,000 $ .2656 $ 398,400 $ 105.18
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(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
and the 1,500,000 shares previously registered on Registration
Statement No. 33-62255.
(2) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable under the 1993 Stock Option Plan, as
amended, 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(h) of the Securities Act of 1933, as amended, and is
based on the average of the bid and asked price as of September 26, 2000.
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Soligen Technologies, Inc.'s 1993 Stock Option Plan, as amended (the
"Plan") authorizes the issuance of 6,500,000 shares of the Common Stock of
Soligen Technologies, Inc. (the "Company") of which 1,500,000 shares are being
registered hereunder. A registration statement on Form S-8 registering 3,490,000
shares issuable under the Plan was filed by registrant on October 11, 1995 (File
No. 33-97992). Additionally, a registration statement on Form S-8 registering
1,500,000 shares was filed by registrant on August 26, 1998 (File No. 33-62255).
As of September 1, 2000, options to purchase 4,575,000 shares of the Company's
Common Stock were outstanding, 63,600 shares of the Company's Common Stock had
been issued upon exercise of the options granted under the Plan, and options to
purchase 1,861,400 shares of the Company's Common Stock were available for
future grants under the Plan. Subject to the final paragraph of Item 3 of Part
II of this Registration Statement, the contents of the earlier registration
statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Soligen Technologies, Inc. (the "Company")
previously 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, 2000, as amended;
(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, 2000;
(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
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EXHIBIT
NUMBER DESCRIPTION
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4.1 1993 Stock Option Plan
4.2 Form of Statutory Stock Option Agreement relating to 1993 Stock Option
Plan
4.3 Form of Nonstatutory Stock Option Agreement relating to 1993 Stock Option
Plan
4.4 Amendments to the 1993 Stock Option Plan
4.5 1997 Amendments to 1993 Stock Option Plan
4.6 2000 Amendment to 1993 Stock Option Plan
5.1 Opinion of Garvey, Schubert & Barer regarding legality of the Common
Stock being registered
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Independent Public Accountants
23.3 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 David F. Hadley
24.4 Power of Attorney of Patrick J. Lavelle
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1
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ITEM 9. UNDERTAKINGS
A. The undersigned 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 with or furnished to the
Commission 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 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.]
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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 Northridge, State of California, on the 26th day of
September, 2000.
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 26th day of September, 2000.
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SIGNATURE TITLE
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<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/ DAVID F. HADLEY Director
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David F. Hadley
*/s/ PATRICK J. LAVELLE Director
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Patrick J. Lavelle
*BY: /s/ YEHORAM UZIEL
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Yehoram Uziel, Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
4.1 Soligen Technologies, Inc. 1993 Stock Option Plan *
4.2 Form of Statutory Stock Option Agreement *
4.3 Form of Nonstatutory Stock Option Agreement *
4.4 Amendments to Soligen Technologies, Inc.
1993 Stock Option Plan **
4.5 1997 Amendments to 1993 Stock Option Plan ***
4.6 2000 Amendment to 1993 Stock Option Plan 5
5.1 Opinion of Garvey, Schubert & Barer regarding legality of
the Common Stock being registered 6
23.1 Consent of Independent Certified Public Accountants 7
23.2 Consent of Independent Public Accountants 8
23.3 Consent of Garvey, Schubert & Barer (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney of Dr. Mark W. Dowley 9
24.2 Power of Attorney of Kenneth T. Friedman 10
24.3 Power of Attorney of David F. Hadley 11
24.4 Power of Attorney of Patrick J. Lavelle 12
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* 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.
*** Incorporated by reference to the Registration Statement on Form S-8 (No. 33-62255) filed by the Company on
August 26, 1998.
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