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As Filed With the Securities and Exchange Commission on August 1, 1997
Registration No. ___________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMARTFLEX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
33-0581151
(I.R.S. Employer Identification No.)
14312 FRANKLIN AVENUE, P.O. BOX 2085, TUSTIN, CALIFORNIA 92781-2085
(Address of Principal Executive Offices)
1995 EQUITY INCENTIVE PLAN
(Full title of the plan)
William L. Healey
Chairman, President and Chief Executive Officer
Smartflex Systems, Inc.
14312 Franklin Avenue
P.O. Box 2085
Tustin, California 92781-2085
(Name and address of agent for service)
(714) 838-8737
(Telephone number, including area code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, A Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount To Be Offering Aggregate Offering Amount of
To Be Registered Registered Price Per Share Price Registration Fee
===============================================================================================
<S> <C> <C> <C> <C>
Common Stock, 350,000 $11.5625 $4,046,875 $1,226.33
$.0025 par value shares(1) (2) (2)
===============================================================================================
</TABLE>
(1) Includes such additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1995 Equity
Incentive Plan (the "Plan"); estimated pursuant to an "evergreen"
provision of the Plan as a result of which the number of shares of Common
Stock available for grant or award under the Plan increases each January 1
in an amount equal to 1% of the Registrant's Common Stock then
outstanding; an aggregate of 600,000 shares issuable under the Plan were
previously registered on Form S-8 (Registration No. 33-95434).
(2) Estimated solely for purposes of calculating the registration fee, in
accordance with 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 price reported by the Nasdaq National Market
for the Common Stock on July 29, 1997, which was $11.5625 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the Smartflex Systems, Inc.
1995 Equity Incentive Plan (the "Plan"). The Plan has an "evergreen" provision
pursuant to which the number of shares of Common Stock available for grant or
award under the Plan increases each January 1, commencing January 1, 1997 in an
amount equal to 1% of the Registrant's Common Stock then outstanding. Initially,
an aggregate of 600,000 shares of Common Stock were available for grant or award
under the Plan, and such 600,000 shares were registered on this form on August
4, 1995 (Registration No. 33-95434). This registration statement covers
estimated additional shares of Common Stock issuable under the Plan.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The contents of the Registrant's Registration Statement on
Form S-8 (Registration No. 33-95434).
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
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<CAPTION>
Number Description
------ -----------
<S> <C>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation (included in the Opinion filed
as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
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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
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 Tustin, State of California, on the 30th day of July,
1997.
SMARTFLEX SYSTEMS, INC.
By: /s/ William L. Healey
---------------------------
William L. Healey
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Smartflex Systems,
Inc., do hereby constitute and appoint William L. Healey, Alfred B. Castleman
and John W. Hohener, or any of them, our true and lawful attorneys-in-fact and
agents, each 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 to this Registration Statement, and to file the same, with 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 are 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 each of said attorney-in-fact and agents, or his substitute
or substitutes, 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/ William L. Healey Chairman of the Board, Chief July 30, 1997
- --------------------- Executive officer, President and
William L. Healey Director (principal executive officer)
/s/ Alfred B Castleman Chief Financial Officer (principal July 30, 1997
- --------------------- financial and accounting officer)
Alfred B. Castleman
/s/ William E. Bendush Director July 30, 1997
- ----------------------
William E. Bendush
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<TABLE>
<S> <C> <C>
/s/ Alan V. King Director July 30, 1997
- ----------------------
Alan V. King
/s/ William A. Klein Director July 30, 1997
- ----------------------
William A. Klein
/s/ Gary E. Liebl Director July 30, 1997
- ----------------------
Gary E. Liebl
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
<S> <C> <C>
5.1 Opinion of Stradling, Yocca, Carlson & -
Rauth, a Professional Corporation,
Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & -
Rauth, a Professional Corporation
(included in the Opinion filed as
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, -
independent auditors.
24.1 Power of Attorney (included on signature -
page to the Registration Statement at
page S-1).
</TABLE>
5
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EXHIBIT 5.1
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
July 30, 1997
Smartflex Systems, Inc.
P.O. Box 2085
14312 Franklin Avenue
Tustin, California 92781-2085
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Smartflex Systems, Inc., a Delaware
corporation (the "Company"), with respect to the proposed offering of up to
350,000 shares of the Company's Common Stock, $.0025 par value (the "Shares"),
to be issued pursuant to awards granted or to be granted under the Company's
1995 Equity Incentive Plan (the "1995 Plan"). The Shares will be offered and
sold by the Company pursuant to the Company's Registration Statement on Form S-8
(the "Registration Statement").
As such counsel, we have made such legal and factual examinations
and inquiries as we deemed advisable under the circumstances for the purposes of
rendering this opinion, and in the course thereof, we have obtained from public
officials and from officers and other representatives of the Company such
assurances as to factual matters as we considered necessary.
On the basis of the foregoing examinations and inquiries and in
reliance thereon, we are of the opinion that the Shares to be issued under the
Purchase Plan have been duly authorized and, upon the issuance and delivery
thereof, and payment therefor, in accordance with the terms of the Purchase
Plan, such Shares will be validly issued, fully paid and nonassessable.
We consent to your filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
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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 1995 Equity Incentive Plan of our report dated February
7, 1997, with respect to the consolidated financial statements and schedule of
Smartflex Systems, Inc. included in its Annual Report (form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
Sd/- Ernst & Young LLP
Orange County, California
July 28, 1997
