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As filed with the Securities and Exchange Commission on July 27, 1999
REGISTRATION STATEMENT NO. 333-
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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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CYBEX COMPUTER PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
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ALABAMA 63-0801728
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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4991 CORPORATE DRIVE
HUNTSVILLE, ALABAMA 35805
(Address of Principal Executive Offices) (Zip Code)
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CYBEX COMPUTER PRODUCTS CORPORATION
1995 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
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STEPHEN F. THORNTON
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
4991 CORPORATE DRIVE
HUNTSVILLE, ALABAMA 35805
(256) 430-4000
(Name, address and telephone number, including area code, of agent for service)
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Copies of Communications To:
JOHN H. COOPER, ESQ.
SIROTE & PERMUTT, P.C.
2222 ARLINGTON AVENUE SOUTH
BIRMINGHAM, ALABAMA 35255-5727
TEL: (205) 930-5108
FAX: (205) 930-5301
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 748,672 shares $12.72(2) $9,523,108 $2,648
Common Stock, $.001 par value 16,553 shares $28.00(3) $463,484 $ 129
Total 765,225 shares $2,777
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided into
two subtotals.
(2) Computed in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The computation is based on the weighted
average exercise price at which the options whose exercise will result in the
issuance of the shares being registered may be exercised.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h), on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(c), using the average of the
high and low prices for the Common Stock reported on The Nasdaq Stock Market on
July 20, 1999, which was $28.00 per share.
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INCORPORATION BY REFERENCE
This Registration Statement is being filed to register additional
securities under the Cybex Computer Products Corporation 1995 Employee Stock
Option Plan (the "1995 Plan"). An earlier Registration Statement (No. 333-10989)
was filed with the U.S. Securities and Exchange Commission on August 28, 1996
registering an aggregate of 242,150 shares of Common Stock, par value $.001 per
share, under the 1995 Plan. In accordance with General Instruction E of Form
S-8, the Registrant hereby incorporates by reference the contents of the earlier
Registration Statement (No. 333-10989).
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
5 Opinion of Sirote & Permutt, P.C. re: legality of
shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sirote & Permutt, P.C. (contained in
opinion of counsel filed in Exhibit 5 hereto)
24 Power of Attorney (set forth on the signature pages
of this Registration Statement)
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2
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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
requirements for filing on Form S-8 and has duly caused this registration
statement to be singed on its behalf by the undersigned, thereunto duly
authorized, in the City of Huntsville, State of Alabama, on this 23rd day of
July, 1999.
CYBEX COMPUTER PRODUCTS CORPORATION
By: /s/ STEPHEN F. THORNTON
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Stephen F. Thornton
Chairman of the Board, President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen F. Thornton and Doyle C. Weeks,
and each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) 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 said attorneys-in-fact and
agents, and each of them, 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 and 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 either of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ STEPHEN F. THORNTON Chairman of the Board, President and Chief July 23, 1999
- ------------------------------------------ Executive Officer (Principal Executive
Stephen F. Thornton Officer)
/s/ DOUGLAS E. PRITCHETT Senior Vice President of Finance and Chief July 23, 1999
- ------------------------------------------ Financial Officer (Principal Financial and
Douglas E. Pritchett Accounting Officer)
/s/ DOYLE C. WEEKS Executive Vice President, Group Operations July 23, 1999
- ------------------------------------------ and Business Development, and Director
Doyle C. Weeks
/s/ REMIGIUS G. SHATAS Executive Vice President, Special July 23, 1999
- ------------------------------------------ Projects, Secretary and Director
Remigius G. Shatas
Director
- ------------------------------------------
Oscar L. Pierce
/s/ DAVID S. BUTLER Director July 23, 1999
- ------------------------------------------
David S. Butler
/s/ JOHN R. COOPER Director July 23, 1999
- ------------------------------------------
John R. Cooper
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
5 Opinion of Sirote & Permutt, P.C. re: legality of shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sirote & Permutt, P.C.
(contained in opinion of counsel filed in Exhibit 5 hereto)
24 Power of Attorney (set forth on the signature pages of this
Registration Statement)
</TABLE>
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EXHIBIT 5
(LETTERHEAD OF SIROTE & PERMUTT, P.C.)
July 27, 1999
Cybex Computer Products Corporation
4991 Corporate Drive
Huntsville, Alabama 35805
Re: Registration Statement on Form S-8
Registration No. 333-
Gentlemen:
We have acted as counsel to Cybex Computer Products
Corporation, an Alabama corporation (the "Company"), in connection with the
preparation of a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on July 27, 1999, for the
registration of up to an additional 765,225 shares (the "Shares") of Common
Stock, par value $.001 per share, of the Company to be issued pursuant to the
Company's 1995 Employee Stock Option Plan (the "Plan"). At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In connection with the opinions expressed herein, we have
examined and relied upon such records, documents and other instruments as in our
judgment are necessary and appropriate in order to express the opinions
hereinafter set forth and have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents submitted to us as certified or photostatic copies.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
1. Following due authorization of a particular award
under the Plan by the Compensation Committee of the Board of Directors of the
Company as provided in the Plan, the Shares issuable pursuant to such award will
have been duly authorized by all necessary corporate action on the part of the
Company.
2. Upon issuance and delivery of such Shares from time
to time pursuant to the terms of such award for the consideration established by
the Compensation Committee, such Shares will be validly issued, fully paid and
nonassessable.
The foregoing opinions are limited to the laws of the State of Alabama,
and we do not express any opinion herein concerning any other law.
Very truly yours,
/s/ SIROTE & PERMUTT, P.C.
SIROTE & PERMUTT, P.C.
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EXHIBIT 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Cybex Computer Products Corporation on Form S-8 of our reports dated May 3,
1999, on our audits of the consolidated financial statements and financial
statement schedule of Cybex Computer Products Corporation as of March 31, 1998
and 1999, and for each of the three years in the period ended March 31, 1999.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
July 27, 1999
