<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1996.
Registration No. 333-
-----
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
IMAGE SENSING SYSTEMS, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1519168
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 Spruce Tree Centre
1600 University Avenue West
St. Paul, Minnesota 55104
(612) 603-7700
(Address of principal executive offices) (Zip code)
1995 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
OF
IMAGE SENSING SYSTEMS, INC.
----------------------------
(Full title of the plan)
------------------------
Dr. Spiro G. Voglis, President
Image Sensing Systems, Inc.
500 Spruce Tree Centre
1600 University Avenue West
St. Paul, Minnesota 55104
(612) 603-7700
------------------
(Name and address of agent for service)
(612) 603-7700
-----------------
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 220,000 $4.75 $966,575 $333.30
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended.
The proposed maximum offering price has been calculated as follows: options to
purchase 130,350 shares have been issued with a stock exercise price of $4.75;
options to purchase 89,500 shares have been issued with a stock exercise price
of $3.875; and the stock exercise price of options with respect to 150 shares
that are being registered herein but
<PAGE>
remain unissued is based upon the average of the high and low prices of the
Common Stock as reported on the Nasdaq consolidated reporting system on July 29,
1996.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Image Sensing
Systems, Inc. (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995 (File No. 0-26056);
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996 (File No. 0-26056); and
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form SB-2, dated March 14,
1995 (File No. 33-90298C), and any amendment or report filed to update
such description filed subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock offered
hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Incorporation provide for
indemnification of directors of the Company to the fullest extent permitted by
Minnesota law. Section 302A.521, subd. 2, of the Minnesota Statutes requires
the Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines (including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan), settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person complained
of in the proceeding, the person (1) has not been indemnified by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit, and
statutory procedure has been followed in the case of any conflict of interest by
a director; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) in the case of acts or omissions
occurring in the person's performance in the official capacity of director or,
for a person not a director, in the official capacity of officer, board
committee member or employee, reasonably believed that the conduct was in the
best interests of the Company, or, in the case of performance by a director,
officer or employee of the Company involving service as a director, officer,
partner, trustee, employee or agent of another organization or employee benefit
plan, reasonably believed that the conduct was not opposed to the best interests
of the Company. In addition, Section 302A.521, subd. 3, requires payment by the
Company, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain instances. A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
Article IX of the Bylaws of the Company provides that the Company
shall indemnify officers and directors to the extent permitted by Section
302A.521 as now enacted or hereafter amended.
<PAGE>
Item 8. EXHIBITS.
4.1 Articles of Incorporation of the Company (incorporated by
reference to the Company's Registration Statement on Form SB-2
(File No. 33-90298C)); as amended by the Restated Articles of
Incorporation dated May 27, 1992, and the Articles of Amendment
to Restated Articles of Incorporation dated March 6, 1995
(incorporated by reference to the Company's Quarterly Report on
Form 10-QSB for the quarterly period ended March 31, 1996 (File
No. 0-26056))
4.2 Bylaws of the Company (incorporated by reference to Company's
Registration Statement on Form SB-2 (File No. 33-90298C))
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
Item 9. UNDERTAKINGS.
A. POST-EFFECTIVE AMENDMENTS.
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(c) To 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-
<PAGE>
provided, however, that subparagraphs (a) and (b) above do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
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. CLAIMS FOR INDEMNIFICATION.
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 the foregoing provisions, or otherwise,
the registrant has been advised 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. 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 Act and will
be governed by the final adjudication of such issue.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe 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 St. Paul, State of Minnesota, on this 29th day of
July, 1996.
IMAGE SENSING SYSTEMS, INC.
By /s/ Spiro G. Voglis
--------------------------------
Spiro G. Voglis
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on July 29, 1996.
Signature Title
- --------- -----
/s/ Panos G. Michalopoulos Chairman of the Board of Directors
- ----------------------------------
Panos G. Michalopoulos
/s/ Spiro G. Voglis President and Chief Executive Officer
- ----------------------------------
Spiro G. Voglis
/s/ Richard C. Magnuson Director
- ----------------------------------
Richard C. Magnuson
/s/ Arthur J. Bourgeois Chief Financial Officer, Treasurer and
- --------------------------------- Secretary
Arthur J. Bourgeois
/s/ Richard P. Braun Director
- ----------------------------------
Richard P. Braun
/s/ James Murdakes Director
- ----------------------------------
James Murdakes
/s/ Constantine Xykis Director
- ----------------------------------
Constantine Xykis
-4-
<PAGE>
EXHIBIT INDEX
Exhibit No. Name
- ----------- ----
4.1 Articles of Incorporation of the Company (incorporated by
reference to the Company's Registration Statement on Form
SB-2 (File No. 33-90298C)); as amended by Restated Articles
of Incorporation dated May 27, 1992, and Articles of
Amendment to Restated Articles of Incorporation dated March
6, 1995 (incorporated by reference to the Company's
Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 1996 (File No. 0-26056))
4.2 Bylaws of the Company (incorporated by reference to
Company's Registration Statement on Form SB-2 (File No.
33-90298C))
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
above)
-5-
<PAGE>
Image Sensing Systems, Inc.
Page
Exhibit 5
DORSEY & WHITNEY LLP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402-1498
(612) 340-2600
FAX (612) 340-2868
Image Sensing Systems, Inc.
500 Spruce Tree Centre
1600 University Avenue West
St. Paul, Minnesota 55104
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Image Sensing Systems, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 220,000 shares of Common Stock, $.01 par value, of the Company
(the "Shares"), issuable pursuant to the 1995 Long-Term Incentive and Stock
Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
<PAGE>
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: July 31, 1996
Very truly yours,
/s/ Dorsey & Whitney LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1995 Long-Term Incentive and Stock Option Plan of
Image Sensing Systems, Inc., of our report dated February 15, 1996 with respect
to the financial statements of Image Sensing Systems, Inc. for the year ended
December 31, 1995, incorporated by reference in its Annual Report (Form 10-KSB)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 30, 1996
