As filed with the Securities and Exchange Commission on February 3, 1997
Registration No.____________________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
VIDEONICS, INC.
[Exact name of Registrant as specified in its charter]
California 77-0118151
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1370 Dell Avenue
Campbell, California 95008
(Address of Principal Executive Offices)
Videonics, Inc.
Amended 1996 Stock Option Plan
(Full title of Plan)
Mr. Michael L. D'Addio
Chief Executive Officer
Videonics, Inc.
1370 Dell Avenue
Campbell, California 95008
(408) 866-8300
(Name, address and telephone number of agent for service)
Copies to: Wise & Shepard LLP
3030 Hansen Way, Suite 100
Palo Alto, California 94304
(415) 856-1200
Attention: Jerrold F. Petruzzelli, Esq.
Approximate date of commencement of proposed sales:
From time to time after the effective date
of this Registration Statement
<TABLE>
===============================================================================
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
--------------------------- -------------------------- -------------------------- -------------------------- -----------------
Title of each class of Proposed Proposed maximum Amount of
securities to be Amount to be registered maximum offering price aggregate registration
registered per share (1) offering price(1) fee (1)
--------------------------- -------------------------- -------------------------- -------------------------- -----------------
Common Stock, 500,000 $7.875 $3,937,500.00 $1,193.18
no par value
--------------------------- -------------------------- -------------------------- -------------------------- -----------------
</TABLE>
(1) Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based on the reported
average of the bid and asked prices for Videonics, Inc. Common Stock on
the NASDAQ National Market Systems' quotation system on January 27, 1997.
<PAGE>
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-06665, relating
to the Registrant's 1996 Stock Option Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Campbell, State of California, on this 30th day of
January, 1997.
VIDEONICS, INC.
By: /s/ Michael L. D'Addio
===========================
Michael L. D'Addio
Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of
Videonics, Inc. whose signature appears below constitutes and appoints Michael
L. D'Addio and James A. McNeill, jointly and severally, his attorneys-in-fact
and agents, each with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments and supplements 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 each of
said attorneys-in-fact and agents 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on January 30, 1997, by the
following persons in the capacities indicated.
Signature Title
/s/ Michael L. D'Addio Chairman of the Board, Chief Executive
==================== Officer, President and Director
Michael L. D'Addio
/s/ James A. McNeill Vice President of Finance, Chief
=================== Financial Officer and Assistant
James A. McNeill Secretary
/s/ Mark C. Hahn Director, Chief Technical Officer,and
============== Secretary
Mark C. Hahn
/s/ Carl E. Berg Director
===============
Carl E. Berg
/s/ N. William Jasper, Jr. Director
========================
N. William Jasper, Jr.
<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
filed with
Registration Statement
On
Form S-8
Under
The Securities Act of 1933
Videonics, Inc.
(Exact name of issuer as specified in its charter)
===============================================================================
<PAGE>
Videonics, Inc.
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
<S> <C> <C>
Sequential
Exhibit Number Description Page Number
4.1 Amended and Restated Articles of *
Incorporation of Videonics, Inc.,
dated December 19, 1994.
4.2 Amended and Restated Bylaws of **
Videonics, Inc., as adopted by the
Board of Directors on October 27,
1994
4.3 Videonics, Inc. Amended 1996 Stock 7
Option Plan and related documents.
Opinion of Wise & Shepard LLP
5 15
23 Consent of Coopers & Lybrand L.L.P., 17
Independent Accountants
24 Power of Attorney ***
</TABLE>
* Incorporated by reference from Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (File No.
0-25036).
** Incorporated by reference from Exhibit 3.2 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994 (File number 0-25036).
*** Included on the signature page of this Registration Statement.
<PAGE>
Exhibit 4.3
VIDEONICS, INC.
AMENDED 1996 STOCK OPTION PLAN
Adopted on February 12, 1996
Amended on October 2, 1996
1. Purpose.
(a) The purpose of this Amended Stock Option Plan (the "Plan") is to
provide a means whereby selected eligible employees of VIDEONICS, INC., a
California corporation (the "Company") may be given an opportunity to purchase
common stock of the Company (the "Common Stock"). The Internal Revenue Code of
1986, is referred to herein as the "Code."
(b) The Company, by means of the Plan, seeks to retain the services of its
current key employees, and to secure and retain the services of new key
employees, corporate directors and consultants necessary for the continued
improvement of operations.
2. Stock Options.
(a) Stock options granted pursuant to the Plan may, at the discretion of
the Board of Directors of the Company, be granted either as an Incentive Stock
Option ("ISO") or as a Nonstatutory Stock Option ("NSO"). An ISO shall mean an
option described in Section 422 of the Code. An NSO shall mean any option not
meeting the requirements of Section 422 of the Code. An option designated as an
NSO will not be treated as an ISO.
(b) Subject to the limitations of Section 3, below, each non-employee
director ("Outside Director") serving on the Board as of August 31st of each
year and who does not own more than two percent (2%) of the Company's common
stock (taking into account the conversion of all options owned by such Outside
Director) will be granted nonstatutory stock options to purchase four thousand
five hundred (4,500) shares of the Company's common stock, for so long as they
serve as directors of the Company. In addition, each Outside Director newly
elected or appointed to the Board after February 11, 1996 will initially be
granted options to purchase six thousand (6,000) shares of the Company's common
stock and thereafter will be granted options to purchase four thousand five
hundred (4,500) shares of the Company's common stock on August 31st of each year
for so long as they serve as directors of the Company. The exercise price of all
such options must equal the fair market value of the Company's common stock on
the grant date and such grants shall become exercisable at a rate of 1/6 every
six (6) months such that all such options will be vested three (3) years after
the grant date.
3. Administration.
(a) The Board of Directors (the "Board"), whose authority shall be plenary,
shall administer the Plan, unless and until such time as the Board delegates
administration of the Plan pursuant to subsection 3(c).
(b) The Board, whose determinations shall be conclusive, shall have the
power, subject to and within the limits of the express provisions of the Plan:
(i) To grant options pursuant to the Plan.
(ii) To determine from time to time which of the
eligible persons shall be granted options under the Plan, the number
of shares for which each option shall be granted, the term of each
granted option and the time or times during the term of each option
within which all or portions of each option may be exercised (which at
the Board's discretion may be accelerated).
(iii) To construe and interpret the Plan and options
granted under it and to establish, amend, and revoke rules and
regulations for its administration. The Board, in the exercise of this
power, shall generally determine all questions of policy and
expediency that may arise and may correct any defect, omission or
inconsistency in the Plan or in any option agreement in a manner and
to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(iv) To grant options in exchange for cancellation of
options granted earlier at different exercise prices; provided,
however, that nothing contained herein shall empower the Board to
grant an ISO under conditions or pursuant to terms that are
inconsistent with the requirements of subsection 4(b), below, or
Section 422 of the Code.
(v) To prescribe the terms and provisions of each
option granted (which need not be identical) and the form of written
instrument that shall constitute the option agreement.
(vi) To amend the Plan as provided in Section 10,
below.
(vii) Generally, to exercise such powers and to
perform such acts as are deemed necessary or expedient to promote the
best interests of the Company.
(viii) To take appropriate action to cause any option
granted hereunder to cease to be an ISO; provided, however, no such
action may be taken by the Board without the written consent of the
affected optionee.
(c) The Board may, by resolution, delegate administration of the Plan
(including, without limitation, the Board's powers under subsection 3(b) above)
to an existing committee acting under the authority of the Board, consisting of
not less than two (2) members of the Board, each of whom shall not at any time
within one (1) year prior to his or her service as an administrator of the Plan
have received a grant or award of equity securities pursuant to the Plan or any
other plan of the Company or any of its affiliates. The Board shall have
complete discretion to determine the composition structure, form, term and
operation of any committee established to administer the Plan. The Board at any
time may revest in the Board the administration of the Plan.
4. Shares Subject to Plan and to Option.
(a) Subject to the provisions of Section 9, below (relating to adjustments
upon changes in stock), the stock which may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate One Million (1,000,000) shares
of the Company's authorized Common Stock and may be unissued shares, reacquired
shares, or shares bought on the market for the purpose of issuance under the
Plan. If any options granted under the Plan shall for any reason terminate or
expire without having been exercised in full, the stock not purchased under such
options shall be available again for the purpose of the Plan.
(b) If the aggregate fair market value of stock with respect to which ISOs
are exercisable for the first time by any individual during any calendar year
exceeds the amount provided in Section 422(d) of the Code, such options
representing stock in excess of the Section 422(d) annual limitation shall be
deemed to be a grant of an NSO to the extent of such excess.
5. Eligibility.
(a) Incentive Stock Options may be granted only to full or part-time
employees of the Company. The price to be paid for each share of common stock
upon the exercise of an option shall be determined by the Administrator at the
time the option is granted, but shall in no event be less than eighty-five
percent (85%) in the case of a nonstatutory stock option, and one hundred
percent (100%) in the case of an incentive stock option, of the fair market
value of a share of Common Stock on the date the option is granted.
(b) No option shall be granted to any individual who, at the time such
option would be granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of outstanding capital stock of
the Company, unless the exercise price is, in the case of a nonstatutory stock
option, not less than one hundred percent (100%) and, in the case of an
incentive stock option, not less than one hundred ten percent (110%) of the fair
market value of the Common Stock on the date the option is granted, and in the
case of an incentive stock option the period within which the option may be
exercised does not exceed five (5) years from the date the option is granted.
(c) Directors of the Company who are not also employees of the Company
shall not be eligible for ISO, but are eligible for NSO. Independent contractors
shall only be eligible for NSO. Any employee may hold more than one (1) option
at any time.
6. Terms of Options.
Options granted pursuant to the Plan need not be identical, but each
option shall be granted within ten (10) years from the date the Plan is
adopted by the Board or approved by the shareholders, whichever is earlier,
shall specify the number of shares to which it pertains and shall be
subject to the following terms and conditions: (a) The purchase price under
each option shall not be less than eighty-five percent (85%), in the case
of an NSO, or one hundred percent (100%), in the case of an ISO, of the
fair market value of the stock subject thereto on the last trading day
prior to the date the option is granted (if the Stock is publicly traded,
its closing sales price on NASDAQ, the over-the-counter market or on an
exchange), as such value is determined in good faith by the Board of
Directors, by taking into consideration (with respect to stock which is not
publicly traded) the Company's net worth, prospective earning power and
dividend-paying capacity, and other relevant factors.
Some of the "other relevant factors" are the goodwill of the business;
the economic outlook in the particular industry; the Company's position in
the industry and its management; the degree of control of the business
represented by the block of stock to be valued; and the values of
securities of corporations engaged in the same or similar lines of business
which are listed on a stock exchange. In addition to the relevant factors
described above, consideration shall also be given to nonoperating assets
including proceeds of life insurance policies payable to or for the benefit
of the Company, to the extent such nonoperating assets have not been taken
into account in the determination of net worth prospective earning power
and dividend-earning capacity.
(b) Except as otherwise set forth in Section 5, above, the term of any
ISO shall not be greater than ten (10) years from the date it was granted,
and the term of any NSO shall not be greater than ten (10) years and two
(2) days from the date it was granted.
(c) An option by its terms, shall not be transferable otherwise than
by will or the laws of descent and distribution and may be exercisable,
during the lifetime of the option holder, only by the individual to whom
the option is granted.
(d) Each option shall become exercisable on an annual basis as to not
less than twenty percent (20%) of the total number of shares subject
thereto.
(e) Upon the termination of a participant's employment, his rights to
exercise an option then held by him shall be only as follows:
(i) If a participant's employment, directorship or
consulting relationship is terminated by death or disability, he or
his estate, as the case may be, shall have the right for a period of
not less than one (1) year following the date of death or disability,
or for such longer period as the Board may fix, to exercise the option
to the extent the participant was entitled to exercise such option on
the date of his death or disability, or to the extent otherwise
specified by the Board, which may so specify, at a time that is
subsequent to the date of his death or disability, provided the actual
date of exercise is in no event after the expiration of the term of
the option. A participant's estate shall mean his legal representative
or any person who acquires the right to exercise an option by reason
of the participant's death or disability.
(ii) If a participant's employment, directorship or
consulting relationship is terminated for any reason other than "death
or disability," he may, for a period of at least three (3) months
following such termination (but in no event later than that date upon
which the option expires by reason of the lapse of time), or within
such longer period as the Board may fix, exercise the option to the
extent such option was exercisable by the participant on the date of
such termination, or to the extent otherwise specified by the Board,
which may so specify at a time that is subsequent to the date of such
termination, provided the date of exercise is in no event after the
expiration of the term of the option.
(f) Options may also contain such other provisions, which shall not be
inconsistent with any of the foregoing terms, as the Board shall deem
appropriate. No option, however, nor anything contained in the Plan, shall
confer upon any participant any right to continue as an employee or
director of, or consultant to, the Company (or affiliate) nor limit in any
way the right of the Company (or affiliate) to terminate his employment or
other relationship with the Company at any time.
(g) Subject to any required action by the Company's shareholders, if
the Company shall be the surviving corporation in any merger or
consolidation, each outstanding option shall pertain and apply to the
securities to which a holder of the number of shares subject to the option
would have been entitled. A dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving
corporation shall cause each outstanding option to terminate, unless the
surviving corporation in the case of a merger or consolidation assumes
outstanding options or replaces them with substitute options having
substantially similar terms and conditions.
7. Payments and Loans Upon Exercise.
(a) The purchase price of stock sold pursuant to an option shall be
paid in full either in cash or by certified check at the time the option is
exercised or pursuant to any deferred payment arrangement that the Board in
its discretion may approve; provided, however, that any interest to be paid
by an optionee in connection with any such deferred payment arrangement
shall be charged at the applicable federal rate as defined in Section
1274(d) of the Code.
(b) The Company may make loans or guarantee loans made by an
appropriate financial institution to individual optionees, including
officers, on such terms as may be approved by the Board for the purpose of
financing the exercise of options granted under the Plan and the payment of
any taxes that may be due by reason of such exercise.
(c) In addition, if and to the extent authorized by the Board,
optionees may make all or any portion of any payment due to the Company
upon exercise of an option by delivery of any property (including
securities of the Company) other than cash, so long as such property
constitutes valid consideration for the stock under applicable law.
(d) Where the Company has or will have a legal obligation to withhold
taxes relating to the exercise of any stock option, such option may not be
exercised, in whole or in part, unless such tax obligation is first
satisfied in a manner satisfactory to the Company.
8. Use of Proceeds from Stock. Proceeds from the sale of stock pursuant to
options granted under the Plan shall be used for general corporate purposes.
9. Adjustments of and Changes in the Stock. Subject to the rights of the
Company set forth in Section 6 above, in the event that the shares of
Common Stock of the Company, as presently constituted, shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares, or otherwise), or if the number of shares of Common Stock of the Company
shall be increased through the payment of a stock dividend, then there shall be
substituted for or added to each share of Common Stock of the Company
theretofore appropriated or thereafter subject or which may become subject to an
option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock of the Company
shall be so changed, or for which each such share shall be exchanged or to which
each such share shall be entitled, as the case may be. Outstanding options shall
also be amended as to price and other terms if necessary to reflect the
foregoing events. In the event there shall be any other change in the number or
kind of the outstanding shares of Common Stock of the Company, or of any stock
or other securities into which such Common Stock of the Company, or of any stock
or other securities into which such Common Stock shall have been changed, or for
which it shall have been exchanged, then if the Board of Directors shall, in its
sole discretion, determine that such change equitably requires an adjustment in
any option theretofore granted or which may be granted under the Plan, such
adjustment shall be made in accordance with such determination. No right to
purchase fractional shares shall result from any adjustment in options pursuant
to this Section 9. In case of any such adjustment, the shares subject to the
option shall be rounded down to the nearest whole share. Notice of any
adjustment shall be given by the Company to each holder of an option which shall
have been so adjusted and such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan.
10. Amendment of the Plan. The Board may not amend the Plan more than once
every six months except to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder. Except as provided in
Section 9 (relating to adjustments upon changes in stock), no amendment shall be
effective, unless approved, within twelve (12) months before or after the date
of such amendment's adoption, by the vote or written consent of a majority of
the outstanding shares of the Company entitled to vote, where such amendment
will:
(a) Increase the number of shares reserved for options under the Plan;
(b) Materially increase the benefits accruing to participants under
the Plan; or
(c) Materially modify the requirements of Section 5 as to eligibility
for participation in the Plan.
It is expressly contemplated that the Board may amend the Plan in any
respect necessary to provide the Company's employees with the maximum
benefits provided or to be provided under Section 422 of the Code and the
regulations promulgated thereunder relating to employee incentive stock
options and/or to bring the plan or options granted under it into
compliance therewith.
Rights and obligations under any option granted before any amendment
of the Plan shall not be altered or impaired by amendment of the Plan,
except with the consent, which may be obtained in any manner deemed by the
Board to be appropriate, of the person to whom the option was granted.
11. Termination or Suspension of the Plan. The Board at any time may
suspend or terminate the Plan. The Plan, unless sooner terminated, shall
terminate at the end of ten (10) years from the date the Plan is adopted by the
Board or approved by the stockholders of the Company, whichever is earlier. An
option may not be granted under the Plan while the Plan is suspended or after it
is terminated.
Rights and obligations under any option granted while the Plan is in effect
shall not be altered or impaired by suspension or termination of the Plan,
except with the consent of the person to whom the option was granted, which may
be obtained in any manner that the Board deems appropriate.
12. Listing, Qualification or Approval of Stock; Approval of Options. All
options granted under the Plan are subject to the requirement that if at any
time the Board shall determine in its discretion that the listing or
qualification of the shares of stock subject thereto on any securities exchange
or under any applicable law, or the consent or approval by any governmental
regulatory body or the shareholders of the Company, is necessary or desirable as
a condition of or in connection with the issuance of shares under the option,
the option may not be exercised in whole or in part, unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board.
13. Binding Effect of Conditions. The conditions and stipulations
hereinabove contained or in any option granted pursuant to the Plan shall be and
constitute a covenant running with all of the shares of the Company owned by the
participant at any time, directly or indirectly whether the same have been
issued or not, and those shares of the Company owned by the participant shall
not be sold, assigned or transferred by any person save and except in accordance
with the terms and conditions herein provided, and the participant shall agree
to use his best efforts to cause the officers of the Company to refuse to record
on the books of the Company any assignment or transfer made or attempted to be
made, except as provided in the Plan and to cause said officers to refuse to
cancel old certificates or to issue or deliver new certificates therefor where
the purchaser or assignee has acquired certificates for the stock represented
thereby, except strictly in accordance with the provisions of this Plan.
14. Effective Date of Plan. The Plan shall become effective as determined
by the Board but no options granted under it shall be exercisable until the Plan
has been approved by the vote or written consent of the holders of a majority of
the outstanding shares of the Company entitled to vote.
15. Miscellaneous. The use of any masculine pronoun or similar term is
intended to be without legal significance as to gender.
16. Financial Reports. The Company shall provide financial and other
information regarding the Company, on an annual or more frequent basis, to each
individual holding an outstanding option under the Plan, as required pursuant to
Section 260.140.46 of Title 10, California Code of Regulations.
<PAGE>
Exhibit 5
January 27, 1997
Videonics, Inc.
1370 Dell Avenue
Campbell, CA 95008
Dear Sirs:
We are acting as counsel to Videonics, Inc. (the "Company") in
connection with the Registration Statement on Form S-8 to be filed on February
3, 1997 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"), covering 500,000 shares of the Company's Common Stock, no
par value, to be issued under the Company's Amended 1996 Stock Option Plan (the
"Shares").
We have examined the originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such examinations, we have assumed the genuineness of all signatures on
original or certified copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company, and
others.
Based upon the foregoing, we are of the opinion that the Shares, when
issued, delivered and paid for in accordance with the terms of the Amended 1996
Stock Option Plan will be validly issued, fully paid and non-assessable shares
of Common Stock of the Company.
You are advised that Jerrold F. Petruzzelli, a partner of this firm,
owns 40,000 shares of the Company's Common Stock, all of which have been
purchased in open market purchases between October 30, 1995 and April 30, 1996.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Wise & Shepard LLP
======================
WISE & SHEPARD LLP
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 2, 1996, on our audits of
the consolidated financial statements and financial statement schedule of
Videonics, Inc. as of December 31, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995, which reports are included in the
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ Coopers & Lybrand LLP
=====================
COOPERS & LYBRAND LLP
San Jose, California
January 30, 1997
