<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SYS
-----------
(Exact Name of Registrant as specified in its Charter.)
State of California 95-2467354
- ------------------- ----------
State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization
9620 Chesapeake Drive, Suite 201, San Diego, California 92123
-------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Payment of Consulting Fees
--------------------------------
(Full Title of the Plan)
W. Gerald Newmin, 9620 Chesapeake Drive, Suite 201, San Diego, California 92126
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(619) 715-5500
------------------
(Telephone Number, Including Area Code, of Agent for Service)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following line: ______.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Max. Offering Maximum Amount of
securities to to be Price Aggregate Registration
be Registered Registered Per Share Offering Price(1) Fee
- ------------- ---------- --------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 $0.72 $36,000 $10.01
(no par value)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 and based on the closing price of the Company's common
stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent or
given to the employees as specified by Rule 428(b)(1). Such documents need
not be filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of SYS, a California corporation (the
"Company"), previously filed with the Commission are incorporated by
reference:
1. Annual Report on Form 10-KSB for the year ended June 30, 1998 (the
"Annual Report").
2. Quarterly Report on Form 10-QSB for the period ended September 30, 1998.
3. Quarterly Report on Form 10-QSB for the period ended December 31, 1998.
4. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed by the Registrant to register the
Common Stock under the Exchange Act, including all amendments and reports
filed for the purpose of updating such description prior to the termination
of the offering of the Common Stock offered hereby.
5. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(e), 14, or 15(d) of the Securities and Exchange Act of 1934 (the
"Exchange Act") prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregistered all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part hereof from
the date of filing of such documents.
2
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock of the Company (no par value) (the "Common Stock"), is
registered pursuant to Section 12 of the Exchange Act, and therefore, the
description of the securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317(a) of the General Corporation Law of the State of California
provides that a California domiciled corporation may indemnify any person who
is or was serving as a director, officer, employee, or agent of the
corporation or was a director, officer, employee, or agent of a foreign or
domestic corporation which was a predecessor corporation of the corporation
or another enterprise at the request of the predecessor corporation.
Section 317(b) grants any California domiciled corporation the right to
indemnify any person who was or is a party or is threatened to be made a
party to any proceeding (other than an action by or in the right of the
corporation to procure a judgement in its favor) by reason of the fact that
the person is or was an agent of the corporation, against expenses,
judgements, fines, settlements, and other amounts actually and treasonably
incurred in connection with the proceeding if that person acted in good faith
and in a manner the person reasonably believed to be in the best interests of
the corporation and, ion the case of a criminal proceeding, had no reasonable
cause to believe the conduct of the person was unlawful. The termination of
any proceeding by judgement, 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 the person
reasonably believed to be in the best interests of the corporation or that
the person had a reasonable cause to believe that the person's conduct was
unlawful.
Section 317(c) grants any California domiciled corporation the right to
indemnify any person who was or is a party or is threatened to be made a
party to, pending, or completed action by or in the right of the corporation
to procure a judgement in its favor by reason of the fact the person is or
was an agent of the corporation, against expenses actually and reasonably
incurred by that person in connection with the defense or settlement of the
action if the person acted in good faith, in a manner the person believed to
be in the best interests of the corporation and its shareholders. No
indemnification shall be made under this subdivision for any adjudged claims
by the corporation against such person, certain other claims, and as limited
by Section 317.
The Company's Articles of Incorporation provide for the indemnification
of the officers and directors of the Company to the fullest extent permitted
by California law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
3
<PAGE>
ITEM 8. EXHIBITS.
See Exhibit Index appearing at sequentially numbered page 4.
ITEM 9. UNDERTAKINGS.
(b) 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 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.
(h) 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 counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed by the Act and will be governed by the final adjudication of such
issue.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4.1. Independent Contractor Agreement A-1
5.1. Opinion of William M. Aul, Esq. B-1
23.1. Consent of J.H. Cohn, LLP C-1
24.1. Power of Attorney
(immediately following the signature page)
</TABLE>
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
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 San Diego, state of California, on
March 10, 1999.
SYS
--------------------
BY W. GERALD NEWMIN
-----------------------
W. Gerald Newmin
Chief Executive Officer
& CFO
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
By:/s/ W. Gerald Newmin Director, CEO & CFO 03/10/99
----------------------------- ------------------- ----------
W. Gerald Newmin
By:/w/ Lawrence L. Kavanau Chairman 03/10/99
----------------------------- -------------- ----------
Lawrence L. Kavanau
By:/w/ Robert D. Mowry Director 03/10/99
----------------------------- -------------- ----------
Robert D. Mowry
By:/w/ Charles E. Vandeveer Director 03/10/99
----------------------------- -------------- ----------
Charles E. Vandeveer
By:/w/ Charles H. Werner Director 03/10/99
----------------------------- -------------- ----------
Charles H. Werner
</TABLE>
5
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
We, the undersigned directors of SYS, a California corporation, do
hereby constitute and appoint W. Gerald Newmin, our true and lawful attorney
and agent, to do any and all acts and things in our name and behalf in our
capacities as directors and to execute any and all instruments for us and in
our names in the capacities indicated below, which said attorney and agent
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereof; and we do hereby ratify and confirm all that the said
attorney and agent shall do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
By:/s/ W. Gerald Newmin Director, CEO & CFO 03/10/99
----------------------------- ------------------- ----------
W. Gerald Newmin
By:/w/ Lawrence L. Kavanau Chairman 03/10/99
----------------------------- -------------- ----------
Lawrence L. Kavanau
By:/w/ Robert D. Mowry Director 03/10/99
----------------------------- -------------- ----------
Robert D. Mowry
By:/w/ Charles E. Vandeveer Director 03/10/99
----------------------------- -------------- ----------
Charles E. Vandeveer
By:/w/ Charles H. Werner Director 03/10/99
----------------------------- -------------- ----------
Charles H. Werner
</TABLE>
6
<PAGE>
Exhibit 4.1
INDEPENDENT CONTRACTOR AGREEMENT
BRUCE W. BARREN
(THE EMCO/HANOVER GROUP,INC.)
This Independent Contractor Agreement ("Agreement") is entered into
this 4th day of February, by and between SYS, a California corporation
(hereinafter "SYS and/or the Corporation"), and Bruce W. Barren (The
EMCO/Hanover Group, INC., (hereinafter referred to as "Contractor"), as an
independent contractor, for the purpose of providing management and other
consulting services to the corporation.
1. RECITAL
This Agreement is entered into in contemplation of the following
facts, circumstances and representation:
1.1 The parties desire to enter into an agreement whereby
Contractor shall provide financial advisory services with regard to certain
matters relating to executive management and strategic planning. Contractor
will assist SYS in analyzing both domestic and international business
opportunities (i.e. Canada and Britain), provide merger and acquisition
advice, investor relations contacts, marketing services and such other
matters as required.
1.2 Contractor agrees to the terms and condition as more
specifically set forth herein.
1.3 Contractor has represented to the Corporation and Contractor
is knowledgeable and capable of providing the requested support to SYS.
1.4 As a condition of entering into this Agreement, the Contractor
agrees to assign all rights to any intellectual property developed by the
Contractor for any SYS projects while working under the terms of this
Agreement to SYS.
Now, therefore, the parties hereto agree as follows:
A-1
<PAGE>
2. PRICE AND PAYMENT
2.1 Price: Terms of Payment. SYS shall owe to Contractor
fifty thousand shares (50,000) of the Corporation's common stock upon
execution of this agreement. Such shares shall delivered to Finder within 30
days following execution of this Agreement in addition, upon the completion
of an acquisition by SYS, debt or equity infusion into the Company, or the
sale of a controlling interest in the Corporation, subject to the exclusions
listed on Exhibit A, the Corporation will issue 100,000 shares of Common to
Contractor. In no event will shares issued to Contractor exceed one hundred
and fifty thousand shares in the aggregate. Any shares of Common Stock issued
to Contractor shall be freely tradable non-assessable common stock of SYS,
and registered on Form S-8. the Corporation shall have a right of first
refusal to repurchase any shares to Contractors. As part of this Agreement
both parties acknowledge that Finder was introduced to SYS by Mr. Bruce A.
Biddick of Centex Securities, Inc. Finder hereby agrees that shares of common
stock due to Mr. Bruce A. Biddick and/or Centex Securities, Inc. as a result
of this introduction will be the responsibility of Finder.
2.2 Expenses: Contractor will be reimbursed for all pre-approved
expenses incurred as a direct result of Contractor's work which are supported
by appropriate receipts and documentation. Upon execution of this Agreement,
SYS will advance to Contractor the sum of $10,000 to cover out of pocket
expenses concerning a planned trip on February 7, 1999 to Canada (estimated
at $3,000), plus two other trips planned for New York (estimated at $3,500
each). Any unused portion of expense advances will be returned to SYS.
3. TERM AND TERMINATION
3.1 This Agreement shall become effective as of the date first
written above and continue in effect for a period of six months or unless
terminated in accordance with Paragraph 3.2 hereunder.
3.2 Either party may terminate this agreement upon giving 30 days
written notice to the other party.
3.3 Upon termination hereof, Contractor shall return any and all
data, manuals, documents, magnetic tapes, computer disc or other medium of
information relating to the technology, services and/or products of SYS>
3.4 The term of this Agreement may be extended by mutual agreement
of the parties as expressed in writing.
4. EVENTS OF DEFAULT AND REMEDIES: CANCELLATION
4.1 Events of Default (terminating for Cause). It shall be an
event of default if either party hereto shall:
A-2
<PAGE>
4.1.1 fail or refuse to comply with any other term, provision
or covenant contained herein other than a default described in subsection
4.1.2 below and such failure shall not be cured within 5 days after written
notice thereof to the defaulting party; or
4.1.2 (i) make an assignment for the benefit of creditors;
(ii) file a petition under any law or statute of the United States or any
state thereof relating to bankruptcy or insolvency or be adjudged bankrupt or
insolvent in proceedings filed against it under any such law; or (iii) suffer
the appointment of a receiver or trustee for all or substantially all of its
assets.
4.2 Remedies Upon Default. Upon a Default, the party nor in
default shall have, in addition to any and all other rights or remedies
available to it at law or in equity, the right to terminate this Agreement
within five days by giving written notice thereof to the party in default.
4.3 Cancellation (Termination With Cause). Notwithstanding
anything in this Agreement to the contrary, SYS may terminate this Agreement
any time with cause upon written notification thereof to Contractor, which
termination shall be effective upon receipt thereof; provided, however, that
SYS shall be liable for costs incurred by Contractor up to the date of
notice, subject to Section 2.2.
5. GENERAL TERMS
5.1 Cooperation of Parties: The parties further agree that they
will do all that is required and necessary to accomplish and facilitate the
purposes of this Agreement and that they will sign and execute any and all
documents necessary to bring about and perfect the purposes of this Agreement.
5.2 Interpretations of Agreement: The parties hereto agree that
should any provision of this Agreement be found to be ambiguous in any way,
such ambiguity shall not be resolved by construing such provisions or any
part of or the entire Agreement in favor of or against any party herein, but
rather by construing the terms of this Agreement fairly and reasonably in
accordance with their generally accepted meaning.
5.3 No Presumption Against Drafting Party: This Agreement and the
provisions contained herein shall not be construed or interpreted for or
against any party hereto because said party drafted or caused the party's
legal representative to draft any of its provisions.
5.4 Amendments Modifications and Waivers: No amendment,
modification or waiver of any provision of this Agreement shall in any event
be effective unless the same shall be in writing and signed by the parties
hereto. No failure or delay on the part of any party in exercising any
power, right privilege or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy constitute a waiver of any other or further exercise of any
right, power or remedy. Any waiver of any provision of this Agreement, and
any consent to any departure by any of the parties form the terms of any
provision of this Agreement, shall be effective only in the specific instance
and for the specific purpose for which given.
A-3
<PAGE>
5.5 Severability of Provisions: This Agreement shall be performed
and shall be enforceable to the full extent allowable by applicable law. In
the event that any provision to this Agreement is declared by a court of
competent jurisdiction to be illegal, invalid, or unenforceable that
provision will be severed from the Agreement and the Agreement shall be read
as if it did not contain said provision. Any such provision and its
severance shall not affect the legality, validity, applicability,
enforceability or effect of the remaining provisions of this Agreement.
5.6 Assignments: None of the parties rights, duties or
obligations under this Agreement are assignable by any of the parties hereto
without the prior written consent of the other party and any attempted
assignment without prior written consent shall be null and void.
5.7 Entire Agreement: This Agreement constitutes the entire
Agreement and understanding of the parties hereto with respect to the matters
herein set forth, and all prior negotiating, writings and understandings
relating to the subject matter of this Agreement are merged herein and are
superseded and canceled by this Agreement. In executing this Agreement, the
parties have not and do not rely on any statements, inducements, promises, or
representations made by the other party or their agents, representatives or
attorneys with regard to the subject matter, basis, or effect of this
Agreement, except for those specifically set forth in this Agreement. The
parties acknowledge that the terms of this Agreement are contractual and not
a mere recital. Each party hereto further certifies that it is fully
familiar with the provisions of this Agreement.
5.8 Successors: This Agreement shall be binding upon and shall
inure to the benefit of the respective parties thereto, their legal
successors, parent corporations, subsidiaries, assigns, and legal
representatives.
5.9 Choice of Law: The validity and interpretation of t his
Agreement and each clause and part thereof shall be governed by, and
construed in accordance with, the laws and regulations then prevailing in the
State of California.
5.10 Arbitration. Legal Proceedings and Venue: The parties will
attempt through good faith negotiation to resolve their disputes. The term
"disputes" includes, without limitation, any disagreements between the
parties concerning the existence, formation and interpretation of this
Agreement and their obligation thereunder. If the parties hereto are unable
to resolve their disputes by negotiation, they shall attempt to resolve their
disputes through mediation. If mediation proves unsuccessful, either party
may commence arbitration by sending a written notice of arbitration to the
other party. The notice will state the dispute with particularity. As part
of the arbitrators decision, the arbitrator may allocate the cost of
arbitration, including fees of attorneys and experts, as the arbitrator deems
fair and equitable in light of all relevant circumstances. The arbitration
hearing shall be commenced thirty (30) days following the date of delivery of
notice of arbitration to the other party, or as soon thereafter as set by the
arbitrator(s).
A-4
<PAGE>
If the parties reasonably believe that the amount in controversy will be less
than Thirty Thousand Dollars ($30,000), such arbitration will be conducted in
San Diego, California by an arbitrator selected by the parties, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
then in effect. If the amount in controversy will likely exceed Thirty
Thousand Dollars ($30,000), such arbitration shall be conducted by the
Judicial Arbitration and Mediation Services, Inc. ("JAMS") as arbitrator in
San Diego, California in accordance with the rules promulgated by JAMS (with
the widest rights of discovery as provided in the California Code of Civil
Procedure). In this regard, each party shall retain the right to
cross-examine the opposing party's witnesses, either through legal counsel,
expert witnesses or both. The decision of the arbitrator(s) shall be final,
binding and conclusive on all parties (without any right to appeal therefrom)
and shall not be subject to judicial review (except for abuse of the
arbitrator's discretion).
If the parties reasonably believe that the amount in controversy will
exceed One Million Dollars ($1,000,000), then the parties are not bound to
arbitrate the dispute and may commence an action in Superior Court in the
County of San Diego, or in US District Court, Southern District of California.
5.11 Attorney Fees: If any legal actin or any arbitration or
other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of the Agreement, the successful or prevailing
party shall be entitled to recover reasonable attorney's fees and other costs
incurred in that action or proceeding, in addition to any other relief to
which it may be entitled.
5.12 Remedies Cumulative: Except as otherwise expressly set forth
in this Agreement, the rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies that any party may otherwise have
at law or in equity.
5.13 Notices. Whenever any party desires or is required to give
any notice, demand, or request to this Agreement, each such communication
shall be in writing and shall be effective only if it is delivered by
overnight messenger services, express or electronic means (with confirmed
receipt), addressed as follows.
SYS:
W. Gerald Newmin
9620 Chesapeake Drive, Suite 201
San Diego, CA 92123
Contractor:
Bruce W. Barren
The EMCO/Hanover Group, Inc.
11099 Sunset Blvd.
Los Angeles, CA 90049-3224
A-5
<PAGE>
Such communications shall be effective when received by the addressee.
Any party may change its address for such communications by giving an
appropriate notice to the other party in conformity with this Section.
5.14 No Joint Venture: Nothing contained in this Agreement shall
be deemed or construed as creating a joint venture or partnership between the
parties. Except as expressly set forth, no party by virtue of this Agreement
is authorized as an agent, contractor, or legal representative of any other
party, and the relationship of the parties is, and at all times will continue
to be, that of an independent contractor.
5.15 Heading: The provision headings in this Agreement are for
reference and convenience only. They do not form a part hereof, and do not
in any way codify, interpret, or reflect the intent of the parties. Said
headings shall not be used to construe or interpret any provision of this
Agreement.
5.16 Gender and Number: In this Agreement where the context so
requires, the masculine, feminine or neuter gender shall be deemed to include
each other, and the singular to include the plural.
5.17 Counterparts: This Agreement may be signed in one or more
counterparts.
5.18 Facsimile Transmission Signature: A signature received
pursuant to a facsimile transmission shall be sufficient to bind a party to
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first indicated below and this Agreement is effective as of
day and date noted below.
SYS: CONTRACTOR:
BY: BY:
/s/ W. Gerald Newmin /s/ Bruce W. Barren
Chief Executive Officer The EMCEE/Hangover Group, Inc.
Date: 02/04/99 Date: 02/04/99
A-6
<PAGE>
EXHIBIT A
SUMMARY OF EXCLUSIONS
<TABLE>
<S> <C>
James Watts Greg Lorenzetti
Pacific Summit Capital The Titon Group, Inc.
2082 Michaelson Drive, Suite 100 1829 Jefferson Street
Irvine, CA 92612 San Francisco, CA 94123
Scott Harrison Systems Integration and Research, Inc.
Granite Financial Group, Inc. West Coast Solutions
L.F.L. Global Investments, LLC Quarterdeck Investment Partners, Inc.
George Colin Venturian Corp.
The Zures Companies
Walt Friedman Houlihan, Lokey Howard & Zukin
Talley Associates
Parkside Group SYS Board of Directors
AMSEC (SAIC)
Mike Chesler
</TABLE>
A-7
<PAGE>
Exhibit 5.1
WILLIAM M. AUL
Attorney At Law
4275 Executive Square, Suite 800
La Jolla, California 92037
Telephone (619) 546-2808
Telecopier (619) 558-5960
March 22, 1999
The Board of Directors
SYS
9620 Chesapeake Drive, Suite 201
San Diego, California 92123
RE: OPINION OF COUNSEL; CONSENT OF COUNSEL;
ISSUANCE OF COMMON STOCK PURSUANT TO FORM S-8
REGISTRATION STATEMENT & SECURITIES ACT OF 1933
Gentlemen:
The undersigned is counsel to SYS, a California corporation (the
"Company") in connection with the issuance of up to fifty thousand (50,000)
shares of the Company's common stock (no par value) (the "Shares"). The
Shares are to be registered pursuant to the requirements of the Form S-8
Registration Statement (the "Registration Statement") to be filed with the
U.S. Securities and Exchange Commission (the "Commission").
You have requested that we deliver to you an opinion as to whether the
Shares will have been duly authorized, validly issued, and, when issued, will
be fully paid and nonassessable shares of the common stock of the Company. I
have also examined the Company's Articles of Incorporation, as amended, and
such other corporate records, including the resolutions of the Company's
Board of Directors, and such other documents as I have deemed necessary in
order to express the opinion set forth below. In my examination, I have
assumed the genuineness of all signatures and the authenticity of all
documents submitted to me as originals and the conformity of all originals of
all documents submitted to me as copies. As to questions of fact material to
this opinion, I have relied upon statements and representations made by the
Company through one or more of its officers and directors.
My opinion is based on existing federal and California corporate law
which is subject to change either prospectively or retroactively. I assume
no obligation to inform the Company or its stockholders of any changes in
said laws after the date of this opinion. My opinion is limited to the
matters identified in this opinion letter and I have not been asked and I am
not opining as to any matter not expressly set forth herein.
B-1
<PAGE>
Page Two
SYS, The Board of Directors
March 22, 1999
I am admitted to practice law in the State of California and the State
of Wisconsin and my opinion is limited to federal law and the corporate laws
of the State of California that affect this opinion. I express no opinion
with respect to any other law or the laws of any other jurisdiction.
Based on the foregoing and assuming that the Shares are issued and paid
for in accordance with the descriptions given in this Registration Statement,
the Shares so issued will have been duly authorized, validly issued, and will
be fully paid and non-assessable shares of the Company's Common Stock.
While I have made certain factual and legal inquiries deemed necessary
under the circumstances, my law firm has not been asked by the company or any
other person to independently verify any facts or representations made by the
Company nor have any such facts or representations made by the Company been
independently verified. And, further, nothing has come to my attention that
has led me to believe that the facts are other than as stated herein or that
there exists other material facts related to the matters addressed by this
Opinion or otherwise represented in the Registration Statement.
This Opinion contained herein is solely for the benefit of the Company
and may be relied upon by the Company only in connection with the
Registration Statement.
I further consent to the filing of the Opinion, including this consent,
as an exhibit to the Registration Statement.
Sincerely,
/s/ WILLIAM M. AUL
William M. Aul
<PAGE>
Exhibit 23.1
J.H. COHN, LLP
1420 Kettner Boulevard, Suite 411
San Diego, California 92101-2433
(619) 231-0200
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated September 3, 1998 on the financial
statements of SYS (the "Company") as of and for the years ended June 30, 1998
and 1997 which appears in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998.
Sincerely,
/s/ J.H. COHN, LLP
J.H. COHN, LLP
San Diego, California
March 15, 1999
C-1
