1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
REGISTRATION NO. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
IMP, INC.
(Exact Name of Registrant as Specified in Its Charter)
___________________
DELAWARE 3674 94-2722142
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
2830 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95143-2071
(408) 432-9100
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
___________________
IMP, INC. 1999
STOCK OPTION PLAN
___________________
IMP, INC.
STOCK OPTION PLAN
___________________
BRAD WHITNEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2830 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95143-2071
(408) 432-9100
(Name, Address Including Zip Code, and Telephone Number Including Area Code,
of Agent for Service)
___________________
COPIES TO:
RICHARD S. GREY
ORRICK, HERRINGTON & SUTCLIFFE LLP
OLD FEDERAL RESERVE BANK BUILDING
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AT SUCH TIME OR TIMES AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT AS THE SELLING STOCKHOLDERS SHALL DETERMINE.
___________________
Exhibit Index on Page 6
(Calculation of Registration Fee on following page)
================================================================================
2
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Maximum Offering Aggregate Amount of
Amount to be Price Per Offering Registration
Title of Securities to be Registered Registered(1) Share Price Fee
- ------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise
of options granted pursuant to the
IMP, Inc. 1999 Stock Option Plan
0.01 par value 250,000 Shares $4.25(2)(3) $1,062,500 $280.50
Options to purchase Common Stock
(under the IMP, Inc. 1999 Stock
Option Plan)
0.01 par value 250,000 Shares $ n/a $ n/a $ n/a
Common Stock issuable upon exercise
of options granted pursuant to the
IMP, Inc. Stock Option Plan
0.01 par value 50,000 Shares $4.25(2)(3) $ 212,500 $ 56.10
Options to purchase Common Stock
(under the IMP, Inc. Stock Option
Plan)
0.01 par value 50,000 Shares $ n/a $ n/a $ n/a
TOTAL 300,000 Shares $4.25 $1,275,000 $336.60
-----
- -----------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
registration fee. Computation based on the weighted average per share
exercise price (rounded to nearest cent) of outstanding options under the
referenced plan, the shares issuable under which are registered hereby.
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the Common Stock as reported on the Nasdaq SmallCap Market on
January 20, 2000.
-2-
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 28, 1999 filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1 filed with the Commission under
Section 12 of the Exchange Act on May 13, 1987, as amended by Amendment No. 1
filed June 30, 1987 and including any additional amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit
Number
-------
5.1(a) Opinion of Orrick, Herrington & Sutcliffe LLP
-3-
4
5.1(b) Opinion of Venture Law Group
23.1(a) Consent of Orrick, Herrington & Sutcliffe LLP
(included in Exhibit 5.1(a)).
23.1(b) Consent of Venture Law Group (included in Exhibit 5.1(b)).
23.2 Consent of Independent Accountants.
24.1 Powers of Attorney.
99.1 IMP, Inc. Stock Option Plan
99.2 IMP, Inc. 1999 Stock Option Plan
- ---------------
Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) that, for purposes 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 the indemnification for liabilities arising under the
Securities Act 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 Commission 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 expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already 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 in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Pages Follow]
-4-
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, IMP, Inc. a corporation organized and existing under the laws of the
State of Delaware, 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 Jose, State of California, on this 21st day
of January, 2000.
IMP, INC.
By: /s/ Brad Whitney
------------------------------------
Brad Whitney
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Zvi Grinfas and Brad Whitney, his
or her attorney-in-fact and agent, with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to such 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 as he or she might or could do in person, and
ratifying and confirming all that the attorney-in-fact and agent, or his
substitute, may do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ Brad Whitney President, Chief Executive January 21, 2000
- ----------------------------- (Principal Executive Officer)
Brad Whitney
/s/ Zvi Grinfas Chief Financial Officer (Principal January 21, 2000
- ----------------------------- Accounting Officer) and Director
Zvi Grinfas
/s/ Subbarao Pinamaneni Director January 21, 2000
- -----------------------------
Subbarao Pinamaneni
/s/ Bernard V. Vonderschmitt Director January 21, 2000
- -----------------------------
Bernard V. Vonderschmitt
-5-
6
INDEX TO EXHIBITS
Exhibit
Number
------
5.1(a) Opinion of Orrick, Herrington & Sutcliffe LLP
5.1(b) Opinion of Venture Law Group
23.1(a) Consent of Orrick, Herrington & Sutcliffe LLP
(included in Exhibit 5.1(a))
23.1(b) Consent of Venture Law Group (included in 5.1(b))
23.2 Consent of Independent Accountants
24.1 Powers of Attorney
99.1 IMP, Inc. Stock Option Plan
99.2 IMP, Inc. 1999 Stock Option Plan
-6-