As filed with the Securities and Exchange Commission on September 16, 1997
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LARK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1461841
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9545 KATY FREEWAY, SUITE 465
HOUSTON, TEXAS 77024
(Address of Principal Executive Offices Including Zip Code)
LARK TECHNOLOGIES, INC. 1990 STOCK OPTION PLAN
(Full title of the Plan)
Douglas B. Wheeler
Vice President, Finance Copy to:
9545 Katy Freeway, Suite 465 William D. Gutermuth
Houston, Texas 77024 Bracewell & Patterson, L.L.P.
(713) 464-7488 711 Louisiana Street, Suite 2900
(Name, address and telephone number Houston, Texas 77002-2781
of agent for service) (713) 223-2900
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLES OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED** PER SHARE* PRICE* FEE
==================== ============== ================= ================== ==============
<S> <C> <C> <C> <C>
Common Stock, 200,000
$0.001 par value shares $1.44 $288,000.00 $100.00
==================== ============== ================= ================== ==============
</TABLE>
* Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee as follows: the filing fee for the 200,000 shares not
presently under option was calculated by reference to the average of the
bid and ask price as reported on the NASD's "Bulletin Board" as of
September 11, 1997 which was $1.44 per share, for a total maximum offering
price for such 200,000 shares of $288,000.00.
** In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 of Lark Technologies, Inc. (the
"Company") registers 200,000 additional shares of the common stock, par value
$0.001 per share ("Common Stock") of the Company that may be issued pursuant to
the exercise of options issued or to be issued under the Company's 1990 Stock
Option Plan, as amended (the "Plan").
Pursuant to Instruction E to Form S-8, the contents of the Registration
Statement on Form S-8 (Registration No. 333-08847) are incorporated herein by
reference.
There is no information required in this Registration Statement that is
not in the Registration Statement referenced above, other than the change in the
name of the Plan to reflect the current name of the Company. This Registration
Statement is filed solely to register additional securities of the same class as
the securities registered pursuant to the effective Registration Statement
referenced above relating to an employee benefit plan.
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<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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on September 15, 1997.
LARK TECHNOLOGIES, INC.
(Registrant)
By /s/ VINCENT P. KAZMER
Vincent P. Kazmer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ VINCENT P. KAZMER President, Chief Executive September 15, 1997
Vincent P. Kazmer Officer and Director
/s/ DOUGLAS B. WHEELER Vice President, Finance September 15, 1997
Douglas B. Wheeler
/s/ STEPHEN J. BANKS Director September 15, 1997
Stephen J. Banks
/s/ George M. Britton Director September 15, 1997
George M. Britton
/s/ DAVID A. LAWSON Director September 15, 1997
David A. Lawson
/s/ FRANK VAZQUEZ Director September 15, 1997
Frank Vazquez
(Constituting a majority of the Board of Directors)
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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5 Opinion of Bracewell & Patterson, L.L.P. regarding the
legality of the shares of Common Stock covered by this
Registration Statement.
23.1 Consent of Bracewell & Patterson, L.L.P. (included in their
opinion as filed at Exhibit 5 of this Registration Statement).
23.2 The Consent of Ernst & Young LLP, independent public auditors.
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EXHIBIT 5
September 15, 1997
Lark Technologies, Inc.
9545 Katy Freeway, Suite 465
Houston, Texas 77023
Ladies and Gentlemen:
We have represented Lark Technologies, Inc. (the "Company") in connection with
its Registration Statement on Form S-8 (the "Registration Statement"), relating
to the offering of 200,000 shares (the "Shares") of the Company's common stock,
par value $0.001 per share (the "Common Stock"), pursuant to the Lark
Technolgies, Inc. 1990 Stock Option Plan, as amended (the "Plan").
In connection therewith, we have examined, among other things, the Certificate
of Incorporation and the By-laws of the Company, the corporate proceedings taken
to date with respect to the authorization of the Plan, the authorization and
offer of shares of Common Stock pursuant thereto and such other documents and
records as we have deemed necessary and relevant for purposes hereof. In
addition, we have relied on certificates and telegrams of public officials as to
certain matters of fact relating to the opinion contained herein and have made
such investigations of law as we have deemed necessary and relevant as a basis
hereof. We have assumed the genuineness of all signatures, the authenticity of
all documents and records submitted to us as originals, the conformity to
authentic original documents and records of all documents and records submitted
to us as copies, and the truthfulness of all statements of fact contained
therein. Moreover, we have assumed the due authorization, execution and delivery
of all instruments and documents by all parties thereto other than the Company,
and the legality, validity, binding effect on and enforceability against all
such parties of such instruments and documents.
Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the issuance of
the Shares pursuant to the Plan has been duly authorized, and (subject to the
Registration Statement becoming effective and compliance with any applicable
Blue Sky laws) upon the issuance and delivery of the Shares in accordance with
the terms of the Plan against receipt by the Company of the purchase price
thereof, the Shares will be validly issued, fully paid, and nonassessable.
The opinion set forth above is limited in all respects to the laws of the State
of Texas, the General Corporation Law of the State of Delaware and the relevant
law of the United States of America, and we render no opinion with respect to
the law of any other jurisdiction.
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<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent we do not admit that we are
experts with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours,
Bracewell & Patterson, L.L.P.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Lark Technologies, Inc. 1990 Stock Option Plan of
our report dated March 4, 1997, except for note 7, as to which the date is March
26, 1997, with respect to the financial statements of Lark Technologies, Inc.
included in its Annual Report (Form 10-KSB) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
September 15, 1997
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