<PAGE> 1
As filed with the Securities and Exchange Commission
on August 11, 1994
Registration No.________
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
---------------
SYNTEX CORPORATION
[Exact name of issuer as specified in its charter]
Republic of Panama 94-1566146
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
---------------
3401 Hillview Avenue
Palo Alto, CA 94303
(Address of Principal Executive Offices)
Call-to-Action Incentive Plan
(Full title of Plan)
---------------
Carol J. Gillespie
Syntex Corporation
3401 Hillview Avenue
Palo Alto, CA 94304
(415) 855-5050
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sales:
From time to time after the effective date
of the Registration Statement
Copies to: Holtzmann, Wise & Shepard
1271 Avenue of the Americas
New York, New York 10020
(212) 554-8000
Attention: George M. Duff, Jr., Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,352,000 $20.00 $27,040,000 $ 9,324.14
par value $1 Shares
per share
Common Stock, 50,000 $16.00 $800,000 $ 275.86
par value $1 Shares
per share
Common Stock, 2,598,000 $18.125 $47,088,750 $16,237.46
par value $1 Shares
per share
------------
Total $25,837.46
==========================================================================
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information
------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by Syntex
Corporation (the "Company") (File No. 1-4269) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:
1. The Company's Annual Report on For 10-K for the fiscal year ended July
31, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
October 31, 1993 and January 31, 1994.
3. The description of the Company's Common Stock contained in a
registration statement filed under the 1934 Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing such documents.
- ----------------
1/ This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
<PAGE> 3
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 11(e) of the Articles of Incorporation as amended of the
Company provides as follows:
"The Corporation shall and hereby does indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
The Corporation shall and hereby does indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
- 2 -
<PAGE> 4
the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall
deem proper.
To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in the two immediately
preceding paragraphs, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Any indemnification under said two immediately preceding paragraphs
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth therein.
Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation.
The indemnification and advancement of expenses provided for herein
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
The indemnification and advancement of expenses provided for herein
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
- 3 -
<PAGE> 5
The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions herein.
For the purposes of the foregoing eight paragraphs references to
"the Corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee or agent of
such a constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions herein with respect
to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity."
Article 11(f) of the Articles of Incorporation as amended of the
Company provides as follows:
"(f) A director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for dividends,
distributions or stock repurchases in violation of the General Corporation
Law of Panama, or (iv) for any transaction from which the director derived
an improper personal benefit. Any subsequent repeal or modification of
this paragraph (f) by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification."
The Company has an insurance policy covering the liability and
expenses which might be incurred in connection with lawful indemnification of
directors and officers of the Company and its subsidiaries for certain
liabilities and expenses of such directors and officers for acts in those
capacities. Such directors and officers are also insured against certain
liabilities and expenses incurred for acts in such capacities and for which
they are not entitled to indemnification by the Company.
- 4 -
<PAGE> 6
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4(a) Articles of Incorporation and Articles of Amendment of the
Registrant as last amended December 13, 1991 (Incorporated
by reference to the Registrant's Annual Report on Form 10-K
for the year ended July 31, 1992)
4(b) By-Laws of the Registrant as amended to date (Incoporated
by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended January 31, 1994)
23(a) Consent of Deloitte & Touche
25 Power of Attorney (Contained on the signature page)
28(a) Call-to-Action Incentive Plan (Incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year
ended July 31, 1993).
</TABLE>
Note: An opinion of counsel as to the legality of the securities being
registered is not included because original issuance securities will
not be acquired. Neither an opinion of counsel concerning
compliance with the requirements of ERISA nor an Internal Revenue
Service (IRS) determination letter that the plan is qualified under
Section 401 of the Internal Revenue Code is included because Syntex
Corporation, the sponsor of the plan, will submit the plan and any
amendments to the IRS in a timely manner and will make all changes
required by the IRS in order to qualify the plan.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
- 5 -
<PAGE> 7
(ii) 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;
(iii) 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;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(b) 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; and
(c) 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.
(2) The undersigned registrant hereby undertakes that, for the
purpose 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.
(3) 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
- 6 -
<PAGE> 8
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.
EXPERTS
The consolidated financial statements of Syntex Corporation
incorporated in this Registration Statement and related prospectus by reference
to Syntex Corporation's Annual Report on Form 10-K for the fiscal year ended
July 31, 1993, have been audited by Deloitte and Touche, independent auditors,
as stated in their report incorporated by reference herein, and have been so
incorporated in reliance on such report, given on the authority of said firm as
experts in auditing and accounting.
POWER OF ATTORNEY
Know all men by these presents, that each officer or director of
Syntex Corporation whose signature appears below constitutes and appoints Neil
Flanzraich and Carol Gillespie and each of them severally her/his true and
lawful attorney-in-fact and agent, with full and several power of substitution,
for her/him and in her/his name, place and stead, in any and all capacities, to
sign any or 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 said attorney-in-fact and agent 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 they or she/he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her/his or their
substitute or substitutes may lawfully do or cause to be done by virtue
thereof.
- 7 -
<PAGE> 9
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 Palo Alto, State of California, on the 3rd day
of August, 1994.
SYNTEX CORPORATION
By /s/ Paul E. Freiman
---------------------
Paul E. Freiman
Chairman of the Board
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 and on the 3rd day of August, 1994.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Paul E. Freiman Chairman of the Board August 3rd , 1994
- ---------------------- and Director
(Paul E. Freiman) (Principal Executive
Officer)
/s/ Richard P. Powers Senior Vice President August 3rd , 1994
- ---------------------- (Principal Financial
(Richard P. Powers) Officer)
/s/ Fred Kurland Vice President and August 3rd , 1994
- ---------------------- Controller
(Fred Kurland) (Principal Accounting
Officer)
/s/ Marvyn Carton Director August 3rd , 1994
- ----------------------
(Marvyn Carton)
/s/ Jerome Farmer Director August 3rd , 1994
- ----------------------
(Jerome Farmer)
/s/ John H. Fried Director August 3rd , 1994
- ----------------------
(John H. Fried)
</TABLE>
- 8 -
<PAGE> 10
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Howard M. Holtzmann Director August 3rd , 1994
- -----------------------
(Howard M. Holtzmann)
/s/ Julius R. Krevans Director August 3rd , 1994
- ----------------------
(Julius R. Krevans)
/s/ Dana G. Leavitt Director August 3rd , 1994
- ----------------------
(Dana G. Leavitt)
/s/ Charles A. Lynch Director August 3rd , 1994
- ----------------------
(Charles A. Lynch)
/s/ Leonard Marks Jr. Director August 3rd , 1994
- ----------------------
(Leonard Marks Jr.)
/s/ Robert S. Miller, Jr. Director August 3rd , 1994
- -------------------------
(Robert S. Miller, Jr.)
/s/ George Rosenkranz Director August 3rd , 1994
- ----------------------
(George Rosenkranz)
/s/ Anthony M. Solomon Director August 3rd , 1994
- ----------------------
(Anthony M. Solomon)
/s/ Miriam Stoppard Director August 3rd , 1994
- ----------------------
(Miriam Stoppard)
/s/ James N. Wilson Director August 3rd , 1994
- ----------------------
(James N. Wilson)
</TABLE>
- 9 -
<PAGE> 11
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
EXHIBITS
filed with
Registration Statement
On
Form S-8
Under
The Securities Act of 1933
----------------
Syntex Corporation
(Exact name of issuer as specified in its charter)
===========================================================================
- 10 -
<PAGE> 12
Syntex Corporation
-----------
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<S> <C>
4(a) - Articles of Incorporation and Articles
of Amendment of the Registrant as last
amended December 13, 1991 (Incorporated
by reference to the Registrant's Annual
Report on Form 10-K for the year
ended July 31, 1992)
4(b) - By-laws of the Registrant, as amended to
date. (Incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q
for quarter ended January 31, 1994).
23(a) - Consent of Independent Accountants, Deloitte &
Touche 13
25 - Power of Attorney (included on the signature
page of this Registration Statement) 8
28(a) - Call-to-Action Incentive Plan (Incorporated by
reference to the Registrant's Annual Report on
Form 10-K for the year ended July 31, 1993).
</TABLE>
- 11 -
<PAGE> 1
EXHIBIT 23(a)
- 12 -
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Syntex Corporation:
We hereby consent to the incorporation by reference in this
Registration Statement and Post-Effective Amendments of our opinion dated
September 21, 1993 which appears in the Company's Annual Report on Form 10-K
for the year ended July 31, 1993. We also consent to the reference to us under
the heading "Interests of Named Experts and Counsel" in this Registration
Statement.
DELOITTE & TOUCHE
Panama , R.P.
August 3, 1994
- 13 -
