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As filed with the Securities and Exchange Commission on April 2, 1998
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
LORONIX INFORMATION SYSTEMS, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 33-0248747
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH CLASS 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
($0.001 par value)
Options to be
issued under 1992
Stock Plan ....... 250,000(1) $1.672 $418,000(2) $123
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* 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. A
total of 1,300,000 shares have been reserved for issuance under the 1992
Stock Plan, 250,000 shares of which are being registered hereby.
(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 Common
Stock as reported on The Nasdaq National Market on March 30, 1998, because
the price at which the options to be granted in the future may be exercised
is not currently determinable.
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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, 1997 filed with
the Commission on March 18, 1998 pursuant to Section 13(a) under the
Exchange Act of 1934, as amended (the "Exchange Act") which contains
audited financial statements for the Registrant's latest fiscal year
ended December 31, 1997 for which such statements have been filed.
(b) Not Applicable.
(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, including any
amendment or report filed for the purpose of updating such
description.
The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's Registration Statement on
Form S-8 (Registration Nos. 33-93730 and 333-06165).
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
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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 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
Exhibit
Number Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to
legality of securities being registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (See Exhibit 5.1)
24.1 Power of Attorney (See Page 7).
ITEM 9: UNDERTAKINGS
(A) The undersigned Registrant hereby undertakes:
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(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 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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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 25th day of March, 1998.
LORONIX INFORMATION SYSTEMS, INC.
By: /s/ Jonathan C. Lupia
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Jonathan C. Lupia
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward Jankowski 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. Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Edward Jankowski Chairman of the Board, President and February 28, 1998
- ---------------------------- Chief Executive Officer
(Edward Jankowski)
/s/ Jonathan C. Lupia Chief Financial Officer February 28, 1998
- ----------------------------
(Jonathan C. Lupia)
/s/ Louis E. Colonna Director February 27, 1998
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(Louis E. Colonna)
/s/ George M. Duffy Director February 28, 1998
- ----------------------------
(George M. Duffy)
/s/ C. Rodney Wilger Director February 28, 1998
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(C. Rodney Wilger)
/s/ Don W. Stevens Director February 26, 1998
- ----------------------------
(Don W. Stevens)
</TABLE>
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EXHIBIT 5.1
OPINION OF COUNSEL
April 2, 1998
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 April 2, 1998 (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 our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Loronix Information Systems, Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
San Diego, California
March 30, 1998
