As filed with the Securities and Exchange Commission on December 27, 1996
File No. 2-93124
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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
SGI INTERNATIONAL
(Exact Name of Registrant as Specified in its Charter)
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Utah 33-0119035
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1200 Prospect Street, Suite 325 92037
La Jolla, California (Zip Code)
(Address of Registrant's Principal Executive Office)
Standard Employment Agreements dated as of October 31, 1995,
January 1, 1996, February 26, 1996, March 4, 1996, March 6, 1996,
March 18, 1996, May 23, 1996, May 28, 1996, June 4, 1996, July 1, 1996,
July 18, 1996, July 22, 1996, July 29, 1996, August 1, 1996,
September 30, 1996, October 14, 1996, November 12, 1996, December 2, 1996,
Non-Standard Employment Agreements dated as of April 1, 1995,
May 1, 1995, First Amendments dated as of October 31, 1995,
Consulting Agreements dated as of July 12,1996 and September 19, 1995,
First Amendment dated as of January 1, 1996
(Full title of the plan)
Mr. Lynn Mabey
Murphy, Tolboe & Mabey
124 South 600 East, Suite 100
Salt Lake City, Utah 84102
(Name and Address of Agent for Service)
(801) 533-8505
(Telephone number, including area code, of agent for service)
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Copies of correspondence to:
David A. Fisher
Fisher Thurber, LLP
4225 Executive Square, Suite 1600
La Jolla, California 92037-1483
(619) 535-9400
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Calculation of Registration Fee
---------------------------------
Title of Amount to Proposed Proposed Amount
Secur-ities be Regist- Maximum Maximum of
to be ered(1) Offering Aggregate Registration
Registered Price Offering Fee
per Share Price (2)
(2)
- ---------- ----------- ---------- ---------- ------------
Common 645,314 $4.375 $2,823,249 $855.53
Stock, No shares
Par Value
(1) Includes 2,364 shares previously issued.
(2) Solely for the purpose of determining the registration fee,
based on the maximum price of the Common Stock issued, and to be
issued upon exercise of the Warrants which were granted in connection
with the referenced Employment Agreements and Consulting Agreements.
PART II
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Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the Securities and
Exchange Commission, are incorporated by reference as of their respective
dates and are a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Quarterly Reports on Form 10-Q and Form 10-Q/A for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated April 6, 1988, as amended by an
amendment to Application or Report on Form 8 dated April 13, 1988.
Additionally, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment hereto which indicates that all of the shares of the Common Stock
offered hereby have been sold or which deregisters all such shares then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Bylaws of the Company provide that, subject to any limitations imposed
by the Utah Revised Business Corporation Act, the officers and directors of
the Company shall be indemnified by the Company against expenses, including
attorneys' fees, reasonably incurred in connection with or resulting from
the defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which such person becomes or is
threatened to be made part of by reason of his position as an officer,
director, employee or agent of the Company or his service at the request of
the Company as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
that, in the context of such action, such officer or director acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and with respect to any criminal action or
proceeding, such officer or director had no reasonable cause to believe his
conduct was unlawful.
Any indemnification made pursuant to the Bylaws shall be made only upon the
determination by a majority vote of a quorum of the Board of Directors,
provided, however, that such indemnification shall be made without such
determination to the extent that the officer or director is successful in
the defense of the action at issue. Additionally, any expenses incurred in
defense of an action against an officer or director shall be paid in advance
of final disposition of the action upon receipt of an undertaking by or on
behalf of such officer or director to repay the amount advanced if it is
ultimately determined that he is not entitled to be indemnified for such
expenses.
The Utah Revised Business Corporation Act (the "Code") permits the Company
to indemnify an Officer or Director who was or is a party or is threatened
to be made a party to any proceeding because of his or her position, if the
Officer or Director acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the Company. The Code authorizes
the Company to advance expenses incurred in defending any such proceeding
under certain circumstances, and if the Officer or Director is successful
on the merits, it authorizes the Company to indemnify the Officer or
Director against all expenses, including attorneys' fees, incurred in
connection with any such proceeding.
The Company's Bylaws reflect the indemnification provisions contained in
the Utah Revised Business Corporation Act, except that pursuant to the
Utah Revised Business Corporation Act no indemnification may be made to an
officer or director in connection with an action by or in the right of the
Company. Additionally, no indemnification may be made where the officer or
director has been adjudged to be liable to the Company, unless and only to
the extent that the court in which the action or suit was brought shall
determine upon application that such person is fairly and reasonably
entitled to indemnity for such expenses as the court considers proper.
Registrant has currently in effect a claims made directors and officers
liability insurance and company reimbursement insurance policy protecting
its directors and officers against liability by reason of their being or
having been directors or officers. The directors and officers liability
portion of such policy covers all directors and officers of the registrant
and of certain subsidiary companies. The policy provides for a payment on
behalf of the directors and officers up to the policy limits for all Losses
(as defined) which the directors and officers, or any of them, shall become
legally obligated to pay, from claims made against them during the policy
period for defined Wrongful Acts. The directors and officers or any of them
shall become legally obligated to pay, from claims made against them during
the policy period for defined wrongful acts, which include; errors,
misstatements, misleading statements, acts or omissions, neglect or breach
of duty by the directors or officers in the discharge of their duties solely
in their capacity as directors and officers of the company, individually or
collectively. The insurance includes the cost of defenses, appeals, bonds,
settlements and judgments. The insurers limit of liability under the policy
is $1 million in the aggregate for all losses per year. The policy contains
various reporting requirements, deductibles, and exclusions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed pursuant to Item 601 of Regulation S-K:
3.1.2 Restated Articles of Incorporation.(1)
4.20 Standard Executive Employment Agreement (SGI) dated as of
January 1, 1996 (except where noted) between Registrant and: Ernest P.
Esztergar; Richard Gibbens; R. Brent Lassetter; Elon A. Place; John R.
Taylor; Joseph A. Savoca; Ming Wang; David Newman (7/01/96); David Philips
(7/01/96).(2)
4.21 Standard Employment Agreement (SGI) dated as of January 1, 1996
(except where noted) between Registrant and: Jeffrey Montag; Nancy Propp;
Claudine Savatt; Kimberly Krmpotich (03/18/96); Barry Meisen (5/23/96);
Jessica Yates (12/2/96); Ellen D.E. Hill (6/4/96); Gina Hilton (7/18/96);
James LaBar (3/4/96); Casey Laris (9/30/96); Scott Reynolds (11/12/96);
Tanya Schaffer (8/1/96); Eric Weiner (7/29/96).(2)
4.22 Standard Executive Employment Agreement (AMS) dated as of January
1, 1996, between Registrant's subsidiary and; Clarence Dyksterhuis, Amir
Modarres-Khiabani; Dominick Savo.(2)
4.23 Standard Employment Agreement (AMS) dated as of January 1, 1996
(except where noted) between Registrant's subsidiary and: Dick Adlof; Helmut
Bader; Maykoe Baltodano; Steve Rodriques; Oscar Saldain; Alex Shishkin; Stan
Stock; Carl Timmerman; Gary Vasey; Ken Woolsey; Brian Bevis; Dave Burrows;
Jose Cruz; Neil DeGuire; James Fucich; Henry Galeano; Grigoriy Goldman;
Graham Greenaway; Mitch Johnson; Douglas King; Curtis Marple; Mike Moore;
Guenter Pust; Eric Regan; Edvin Gudelman (10/14/96); Andrew Kendrick (7/22/96);
Reza Eksir (5/28/96); Johnathan Pentzer (3/6/96); George Rivera (7/1/96);
Kathy Brickman (2/26/96).(2)
4.24 Employment Agreement dated as of May 1, 1995, between Registrant's
subsidiary and Amir Modarres-Khiabani.(2)
4.24.1 First Amendment to Employment Agreement dated as of October 31,
1995, between Registrant's subsidiary and Amir Modarres-Khiabani.(2)
4.25 Employment Agreement dated as of April 1, 1995, between
Registrant's subsidiary and Dominick Savo.(2)
4.25.1 First Amendment to Employment Agreement dated as of October 31,
1995, between Registrant's subsidiary and Dominick Savo.(2)
4.26 Consulting Agreement dated as of September 19, 1995, between
Registrant and Ebbe R. Skov.(2)
4.26.1 First Amendment to Consulting Agreement dated as of January 1, 1996
between Registrant and Ebbe R. Skov.(2)
4.27 Consulting Agreement dated as of July 12, 1996, between Registrant
and Judith Ware.(2)
5. Opinion of Fisher Thurber, LLP. regarding the legality of the
Common Stock registered hereby.(2)
23. Consent of Ernst & Young LLP, Independent Auditors.(2)
23.1 Consent of Fisher Thurber, LLP.(included in Exhibit 5).(2)
(1) Incorporated by reference to Annual Report on Form 10-K
(File No. 2-93124) for the year ended December 31, 1985.
(2) Filed herewith.
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales of the Common
Stock 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, as amended (the "Securities Act");
(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 that if the information in paragraphs (i) and (ii) above and to be
included in a post-effective amendment hereto is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act and is incorporated by reference in the S-8 Registration
Statement, no post-effective amendment hereto shall be filed;
(2) that, for the purpose of determining any liability under the
Securities Act, 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
(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.
Additionally, the undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act), 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant tothe foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expense incurred or
paid by a director, officer or controlling person 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 Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Company
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 December 27,
1996.
SGI INTERNATIONAL
By: /s/JOSEPH A. SAVOCA
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Joseph A. Savoca, Chief Executive Officer
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.
Signature Title Date
========= ====== ========
Chairman of the Board and
/s/ Chief Executive Officer
=================== December 27, 1996
Joseph A. Savoca
/s/ Director
=================== December 27, 1996
Ernest P. Esztergar
/s/ Director
=================== December 27, 1996
Norman A. Grant
/s/ Director
=================== December 27, 1996
William A. Kerr
/s/ Director
=================== December 27, 1996
Bernard V. Baus
/s/ Director
=================== December 27, 1996
William R. Harris
Exhibit Index
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No. Description
4.20 Standard Executive Employment Agreement (SGI) dated as of
January 1, 1996 (except where noted) between Registrant and: Ernest P.
Esztergar; Richard Gibbens; R. Brent Lassetter; Elon A. Place; John R.
Taylor; Joseph A. Savoca; Ming Wang; David Newman (7/01/96); David Philips
(7/01/96).
4.21 Standard Employment Agreement (SGI) dated as of January 1, 1996
(except where noted) between Registrant and: Jeffrey Montag; Nancy Propp;
Claudine Savatt; Kimberly Krmpotich (03/18/96); Barry Meisen (5/23/96);
Jessica Yates (12/2/96); Ellen D.E. Hill (6/4/96); Gina Hilton (7/18/96);
James LaBar (3/4/96); Casey Laris (9/30/96); Scott Reynolds (11/12/96);
Tanya Schaffer (8/1/96); Eric Weiner (7/29/96).
4.22 Standard Executive Employment Agreement (AMS) dated as of January
1, 1996, between Registrant's subsidiary and; Clarence Dyksterhuis, Amir
Modarres-Khiabani; Dominick Savo.
4.23 Standard Employment Agreement (AMS) dated as of January 1, 1996
(except where noted) between Registrant's subsidiary and: Dick Adlof; Helmut
Bader; Maykoe Baltodano; Steve Rodriques; Oscar Saldain; Alex Shishkin; Stan
Stock; Carl Timmerman; Gary Vasey; Ken Woolsey; Brian Bevis; Dave Burrows;
Jose Cruz; Neil DeGuire; James Fucich; Henry Galeano; Grigoriy Goldman; Graham
Greenaway; Mitch Johnson; Douglas King; Curtis Marple; Mike Moore; Guenter
Pust; Eric Regan; Edvin Gudelman (10/14/96); Andrew Kendrick (7/22/96);
Reza Eksir (5/28/96); Johnathan Pentzer (3/6/96); George Rivera (7/1/96);
Kathy Brickman (2/26/96).
4.24 Employment Agreement dated as of May 1, 1995, between Registrant's
subsidiary and Amir Modarres-Khiabani.
4.24.1 First Amendment to Employment Agreement dated as of October 31,
1995, between Registrant's subsidiary and Amir Modarres-Khiabani.
4.25 Employment Agreement dated as of April 1, 1995, between
Registrant's subsidiary and Dominick Savo.
4.25.1 First Amendment to Employment Agreement dated as of October 31,
1995, between Registrant's subsidiary and Dominick Savo.
4.26 Consulting Agreement dated as of September 19, 1995, between
Registrant and Ebbe R. Skov.
4.26.1 First Amendment to Consultant Agreement dated as of January 1, 1996
between Registrant and Ebbe R. Skov.
4.27 Consulting Agreement dated as of July 12, 1996, between Registrant
and Judith Ware.
5. Opinion of Fisher Thurber, Ltd. Regarding the legality of the
Common Stock registered hereby.
23. Consent of Ernst & Young LLP, Independent Auditors.
23.1 Consent of Fisher Thurber, LLP (included in Exhibit 5)