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As filed with the Securities and Exchange Commission on October 6, 1997
SEC Registration No. __________
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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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ELECTROSCOPE, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1162056
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(State or other juris- (IRS Employer
diction of incorporation) Identification Number)
4828 Sterling Drive
Boulder, CO 80301-2350
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(Address of Principal Executive
Offices, including Zip Code)
ELECTROSCOPE, INC. 1997 STOCK OPTION PLAN
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(Full title of the plan)
Karl D. Hawkins
ELECTROSCOPE, INC.
4828 Sterling Drive
Boulder, CO 80301
(303) 444-2400
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(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to
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Laurie P. Glasscock, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share(1) price (1) fee
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Common Stock
(No Par Value) 800,000 $2.375 $1,900,000 $575.70
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(1) Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the last sale price for the Registrant's
Common Stock as quoted on the NASDAQ National Market System on September 30,
1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and all other documents subsequently filed by the
Company 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 the Common Stock offered hereby has been sold or which
deregisters all such Common Stock then remaining unsold, are hereby incorporated
herein by reference to be a part of this Registration Statement from the date of
filing such documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933;
(b) The Company's latest annual report on Form 10-K filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report referred to in (b) above; and
(d) The description of the Common Stock which is contained in the Company's
Registration Statement No. 333-41118-D filed under the Securities Act of 1933.
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 Articles of Incorporation and Bylaws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Colorado law any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, by reason of the
fact that he or she is or was a director or officer of the Company or is or was
serving at the request of the Company in any capacity and in any other
corporation, partnership, joint venture, trust or other enterprise. The
Colorado Business Corporation Act (the "Colorado Act") permits the Company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer or
director acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company or, if such officer or director was not
acting in an official capacity for the Company, he or she reasonably believed
the conduct was not opposed to the best interests of the Company.
Indemnification is mandatory if the officer or director was wholly successful,
on the merits or otherwise, in defending such proceeding. Such indemnification
(other than as ordered by a court) shall be made by the Company only upon a
determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct. Advances for such
indemnification may be made pending such determination. Such determination
shall be made by a majority vote of a quorum consisting of disinterested
directors or of a committee of at least two disinterested directors, or by
independent legal counsel or by the shareholders.
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In addition, the Articles of Incorporation provide for the elimination, to the
extent permitted by Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as directors. The Colorado Act provides for the elimination of personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on the director's duty of loyalty to the Company,
liability for acts or omissions not made in good faith, liability for acts or
omissions involving intentional misconduct, liability based on payments of
improper dividends, liability based on violations of state securities laws, and
liability for acts occurring prior to the date such provision was added.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Articles of Incorporation of Registrant, as amended (filed as
Exhibit 3.3 to Registrant's Registration Statement on Form
SB-2, No. 333-4118-D, filed on April 26, 1996, and incorporated
herein by reference)
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen, LLP
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 and 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.
(c) (1) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom the
prospectus is sent or given a copy of the registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee. If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered, but within
such 120 day period the annual report for the last fiscal year will be furnished
to each such employee.
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(2) The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boulder, State of
Colorado, on the 1st day of October, 1997.
ELECTROSCOPE, INC.
By: /s/ Patrick F. Crane
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Patrick F. Crane, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Patrick F. Crane President, Chief Executive October 1, 1997
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Patrick F. Crane
/s/ Karl D. Hawkins Chief Financial Officer October 1, 1997
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Karl D. Hawkins
/s/ David W. Newton Vice President, Director October 1, 1997
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David W. Newton
/s/ David Auth Director October 2, 1997
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David Auth
/s/ Roger C. Odell Director October 2, 1997
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Roger C. Odell
/s/ Donald R. Temple Director October 3, 1997
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Donald R. Temple
/s/ Joe W. Tippett Director October 3, 1997
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Joseph W. Tippett
/s/ Robert D. Tucker Director October 2, 1997
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Robert D. Tucker
Director October _, 1997
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C. Randle Voyles
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Articles of Incorporation of Registrant, as amended (filed as
Exhibit 3.3 to Registrant's Registration Statement on Form
SB-2, No. 333-4118-D, filed on April 26, 1996, and incorporated
herein by reference)
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen, LLP
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[LETTER HEAD]
October 3, 1997
Board of Directors
Electroscope, Inc.
4828 Sterling Drive
Boulder, CO 80301
Re: Registration Statement on Form S-8
1997 Stock Option Plan
Gentlemen:
We are counsel for Electroscope, Inc., a Colorado corporation (the
"Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the United States Securities and
Exchange Commission, pursuant to the Securities Act of 1933, as amended. The
Registration Statement covers a proposed offering of 800,000 shares of the
Company's Common Stock to be issued pursuant to the Electroscope 1997 Stock
Option Plan.
In connection with our representation of the Company, we are of the opinion
that:
1. The Company has been duly incorporated under Colorado law, and is validly
existing as a corporation in good standing under the laws of that state.
2. The 800,000 shares of Common Stock proposed to be sold pursuant to this
offering will, upon the purchase, receipt of full payment, issuance and
delivery of such shares in accordance with the terms of the offering described
in the Registration Statement, be duly and validly authorized, legally issued,
fully paid and non-assessable.
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Electroscope, Inc.
October 3, 1997
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Laurie P. Glasscock
Laurie P. Glasscock, Esq.
LPG/rdm
cc: Mr. Karl D. Hawkins
Mr. Mike Eberhardt
NASDAQ
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated June 10,
1997 included in the Company's Form 10-KSB for the fiscal year ended March 31,
1997, our report dated April 17, 1996 included in the Company's Registration
Statement No. 333-41118-D for the fiscal year ended March 31, 1996 and to all
references to our Firm included in this Form S-8 Registration Statement.
Denver, Colorado, ARTHUR ANDERSEN LLP
October 3, 1997.
