<PAGE>
As filed with the Securities and Exchange Commission on June 17, 1996.
Registration No. 33-______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LORONIX INFORMATION SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
NEVADA 33-0248747
----------------------- ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
820 Airport Road
Durango, Colorado 81301
(Address of principal executive offices)
1992 STOCK PLAN
(Full title of the Plan)
-----------
Jonathan C. Lupia
Chief Financial Officer
LORONIX INFORMATION SYSTEMS, INC.
820 Airport Road
Durango, Colorado 81301
(970) 259-6161
(Name, address and telephone number of agent for service)
-----------
Copies to:
HENRY P. MASSEY, JR., ESQ.
DAVID C. DRUMMOND, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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<PAGE>
<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee*
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<S> <C> <C> <C> <C>
Common Stock ($.001 par
value) Options to be
issued under 1992
Stock Plan 250,000(1) $3.00 $750,000(2) $259.00
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</TABLE>
(*) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee.
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number
of additional shares authorized to be issued under the 1992 Stock Plan.
(2) Calculated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the total registration fee. The
computation is based upon the average of the high and low trading prices
of the Company's Common Stock as reported on The Nasdaq National Market
on June 13, 1996, because the price at which the options to be granted
in the future may be exercised is not currently determinable.
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<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference:
(a) Registrant's latest annual report dated December 31, 1995
filed with the Commission on March 28, 1995 pursuant to Section
13(a) under the Exchange Act.
(b) The Registrant's Form 10-QSB dated March 31, 1996 filed with the
Commission on April 30, 1996 pursuant to Section 13(a) under the
Exchange Act.
(c) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated August 17,
1994, filed pursuant to Section 12(g) of the Exchange Act of 1934,
as amended, (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Incorporation limit, to the maximum extent
permitted by Section 78.751 of Nevada General Corporation Law, the personal
liability of directors and officers for monetary damages for breach of their
fiduciary duties as directors or officers (other than liabilities arising
from acts or omissions which involve intentional misconduct, fraud or knowing
violations of law or the payment of distributions in violation of Section
78.300 of Nevada General Corporation Law). The Articles of Incorporation
provide further that the Company shall indemnify to the fullest extent
permitted by Nevada General Corporation Law any person made a party to an
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<PAGE>
action or proceeding by reason of the fact that such person was a director,
officer, employee or agent or the Company. Subject to the Company's Articles
of Incorporation, the Bylaws provide that the Company shall indemnify
directors and officers for all costs reasonably incurred in connection with
any action, suit or proceeding in which such director or officer is made a
party by virtue of his or her being an officer or director of the Company,
except where such director or officer is finally adjudged to have been
derelict in the performance of his or her duties as such director or officer.
The Registrant has entered into separate indemnification agreements with
its directors and officers. These agreements require the Registrant, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers (other than
liabilities arising from actions not taken in good faith or in a manner the
indemnitee believed to be opposed to the best interests of the Registrant) to
advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified and to obtain directors' liability
insurance if available on reasonable terms. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. The
Registrant believes that its Restated Articles of Incorporation and Bylaw
provisions and indemnification agreements are necessary to attract and retain
qualified persons as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 1992 Stock Plan. (Incorporated by reference to Exhibit 4.3 filed
with Registrant's Registration Statement on Form S-8 filed on
June 28, 1995 (file no. 33-93730).
4.2 Form of Stock Option Agreement for use in connection with the
1992 Stock Plan. (Incorporated by reference to Exhibit 4.3
filed with Registrant's Registration Statement on Form S-8
filed on June 28, 1995 (file no. 33-93730).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to
legality of securities being registered.
23.1 Independent Auditors' Consent (see page 8).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page 6).
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 to
include any material information with respect to the plan of distribution
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<PAGE>
not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(C) 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 Nevada General Corporation
Law, the Restated Articles of Incorporation of the Registrant, the Bylaws of
the Registrant, Indemnification Agreements entered into between the
Registrant and its officers and directors, 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Loronix Information Systems, Inc., a corporation organized and
existing under the laws of the State of Nevada, 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 Durango, State of Colorado, on this 14th day of June, 1996.
LORONIX INFORMATION SYSTEMS, INC.
By: /s/ JONATHAN C. LUPIA
-----------------------------
Jonathan C. Lupia
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints M. Dean Gilliam and Jonathan C. Lupia,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
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<PAGE>
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ M. DEAN GILLIAM President and Chief June 10, 1996
---------------------- Executive Officer
(M. Dean Gilliam)
/s/ JONATHAN C. LUPIA Chief Financial Officer June 10, 1996
----------------------
(Jonathan C. Lupia)
/s/ PETER A. JANKOWSKI Chief Technical Officer June 10, 1996
----------------------
(Peter A. Jankowski)
---------------------- Chairman of the Board June __, 1996
(Edward Jankowski)
/s/ GEORGE M. DUFFY Director June 11, 1996
----------------------
(George M. Duffy)
/s/ C. RODNEY WILGER Director June 7, 1996
----------------------
(C. Rodney Wilger)
/s/ DON W. STEVENS Director June 10, 1996
----------------------
(Don W. Stevens)
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<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Loronix Information Systems, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
San Diego, California
June 14, 1996
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<PAGE>
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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LORONIX INFORMATION SYSTEMS, INC.
June 17, 1996
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EXHIBITS
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9
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C>
4.1(1) 1992 Stock Plan.
4.2(1) Form of Stock Option Agreement for use in connection with the 1992 Stock
Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Independent Auditors' Consent (see page 8).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 6).
</TABLE>
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(1) Incorporated by reference to Exhibit 4.3 filed with Registrant's
Registration Statement on Form S-8 filed on June 28, 1995
(file no. 33-93730).
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<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
<PAGE>
June 17, 1996
Loronix Information Systems, Inc.
820 Airport Road
Durango, Colorado 81301
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Loronix Information Systems, Inc. (the "Company") with the Securities and
Exchange Commission on or about June 17, 1996 (the "Registration Statement")
in connection with the registration under the Securities Act of 1933, as
amended, of 250,000 additional shares of Common Stock, $.001 par value (the
"Shares"), reserved for issuance under the 1992 Stock Plan (the "Plan"). As
your counsel, we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with said issuance
and sale of the Shares pursuant to the Plan.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us to be taken prior to the issuance and sale of the Shares
pursuant to the Plan, and upon completion of the proceedings being taken in
order to permit such transaction to be carried out in accordance with the
securities laws of the various states where required, the Shares, when issued
and sold in the manner referred to in the Plan and the Registration Statement,
will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/S/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
(See page 8)
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
(See Exhibit 5.1)
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(See page 6)
