As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Super Vision International, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
59-3046866
(I.R.S. employer identification no.)
2442 Viscount Row, Orlando, Florida 32809
(Address of principal executive offices) (Zip code)
Super Vision International, Inc. 1994 Stock Option Plan
(Full title of the plan)
Brett Kingstone
Super Vision International, Inc.
2442 Viscount Row
Orlando, Florida 32809
(Name and address of agent for service)
(407) 857-9900
(Telephone number, including area code, of agent for service)
Copy to:
Alison S. Newman, Esq.
Bachner, Tally, Polevoy & Misher LLP
380 Madison Avenue
New York, New York 10017
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Amount to Price Per Offering Registration
Securities to be Registered be Registered(1) Share(2) Price Fee
- ---------------------------- ------------------- ------------- ------------- -------------
<S> <C>
Class A Common Stock,
$.001 par value 150,000 $7.375 $1,106,250 $335.23
</TABLE>
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, an additional undeterminable number of shares of Class A
Common Stock is being registered to cover any adjustment in the number
of shares of Class A Common Stock pursuant to the anti-dilution
provisions of the 1994 Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The price shown is the average of the
bid and asked price of the Class A Common Stock on March 18, 1997 as
reported on Nasdaq.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1). In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are hereby incorporated by
reference into this Registration Statement. In addition, all documents
subsequently filed by Super Vision International, Inc. (the "Registrant")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (prior to the filing of a post-effective amendment which indicates that
all securities offered 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 such
documents:
(a) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995, including any documents or
portions thereof incorporated by reference therein;
(b)(1) the Registrant's Quarterly Report on Form 10-QSB for the three-
month period ended March 31, 1996;
(b)(2) the Registrant's Quarterly Report on Form 10-QSB for the six-
month period ended June 30, 1996;
(b)(3) the Registrant's Quarterly Report on Form 10-QSB for the nine-
month period ended September 30, 1996;
(b)(4) the Registrant's definitive Proxy Statement dated April 24,
1996;
(b)(5) the Registrant's Form 8-K filed with the Securities and Exchange
Commission on September 9, 1996;
(c) the Registrant's Registration Statement on Form 8-A declared
effective by the Securities and Exchange Commission on March 22,
1994, including any amendment or supplement thereto.
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<PAGE>
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-Laws of the Company
provide that the Company shall indemnify any person to the full extent permitted
by the Delaware General Corporation Law (the "GCL").
In accordance with Section 102(b)(7) of the GCL, the
Certificate of Incorporation of the Company eliminates the personal liability of
directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director with certain limited exceptions set forth in
Section 102(b)(7).
The Registrant also has Indemnification Agreements with each
of its directors. Each such indemnification agreement provides that the Company
will indemnify the indemnitee against expenses, including reasonable attorneys
fees, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any civil or criminal action or
administrative proceeding arising out of the performance of his duties as
director of the Company. Such indemnification is available if the acts of the
indemnitee were in good faith and if the indemnitee acted in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
Item 8. Exhibits
4 Super Vision International, Inc. 1994 Stock Option Plan
(incorporated by reference to Registration Statement on Form
SB-2, File No. 33-74742)
5 Opinion of Bachner, Tally, Polevoy & Misher LLP with respect to
the legality of the Class A Common Stock to be registered
hereunder
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Bachner, Tally, Polevoy & Misher LLP (contained in
Exhibit 5)
24 Power of Attorney (included on signature page)
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<PAGE>
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 of
1933;
(ii) 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;
(iii) 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;
(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.
(b) The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant as described above, 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
-4-
<PAGE>
in the 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 Act and will
be governed by the final adjudication of such issue.
-5-
<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 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 Orlando, State of Florida, on the 19th day of
March 1997.
SUPER VISION INTERNATIONAL, INC.
By: /s/ Brett M. Kingstone
------------------------------
Brett M. Kingstone
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Brett M.
Kingstone and John P. Stanney, his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any or all amendments to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, 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 dates indicated.
/s/ Brett M. Kingstone March 19, 1997
- -----------------------------------------
Brett M. Kingstone - Chairman of
the Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ John P. Stanney March 19, 1997
- -------------------------------------------
John P. Stanney - Chief
Operating Officer and Chief
Financial Officer (Principal
Financial and Accounting Officer)
-6-
<PAGE>
/s/ Edgar Protiva March 19, 1997
-------------------------
Edgar Protiva - Director
- -------------------------- March , 1997
Eric Protiva - Director
/s/ Brian McCann March 19, 1997
- --------------------------
Brian McCann - Director
/s/ Anthony Castor March 19, 1997
- --------------------------
Anthony Castor - Director
-7-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
<S> <C>
4 Super Vision International, Inc. 1994 Stock Option Plan
(incorporated by reference to Registration Statement on
Form SB-2, File No. 33-74742)
5 Opinion of Bachner, Tally, Polevoy & Misher LLP with
respect to the legality of the Class A Common Stock to be
registered hereunder
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Bachner, Tally, Polevoy & Misher LLP
(contained in Exhibit 5)
24 Power of Attorney (included on signature page)
</TABLE>
EXHIBIT 5
<PAGE>
[LETTERHEAD]
Bachner, Tally, Polevoy & Misher LLP
380 Madison Avenue
New York, New York 10017-2590
(212) 687-7000
March 20, 1997
Super Vision International, Inc.
2442 Viscount Row,
Orlando, Florida 32809
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as your counsel in connection with the
preparation of your Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
representing the offering and issuance to certain persons under the Super Vision
International, Inc. 1994 Stock Option Plan (the "Plan") of an aggregate of
150,000 shares of your Class A Common Stock, $.001 par value (the "Common
Stock").
We have examined such corporate records, documents and matters
of law as we have considered appropriate for the purposes of this opinion.
Based upon such examination and our participation in the
preparation of the Registration Statement, is it our opinion that the Class A
Common Stock, when issued in the manner described in the Plan, will be validly
issued, fully paid and non-assessable.
We consent to the reference made to our firm in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BACHNER, TALLY, POLEVOY & MISHER LLP
BACHNER, TALLY, POLEVOY & MISHER LLP
EXHIBIT 23.1
<PAGE>
COOPERS
& LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 16, 1996, on our audits of the financial
statements of Super Vision International, Inc.
Coopers & Lybrand
Orlando, Florida
March 19, 1997
