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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1996
REGISTRATION NO. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
ADVANCED LOGIC RESEARCH, INC.
(Exact name of Registrant as specified in its charter)
______________________
DELAWARE 33-0084573
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
9401 JERONIMO ROAD
IRVINE, CALIFORNIA 92718-1908
(Address of principal executive offices) (Zip code)
______________________
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
(Full title of the Plan)
______________________
GENE LU
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ADVANCED LOGIC RESEARCH, INC.
9401 JERONIMO ROAD, IRVINE, CALIFORNIA 92718-1908
(Address, including zip code, of agent for service)
(714) 581-6770
(Telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
Options to purchase 120,000 N/A N/A N/A
Common Stock
Common Stock, 120,000 shares $7.375 $885,000 $305.17
$0.01 par value
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Directors' Non-Qualified
Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of outstanding
shares of Common Stock of Advanced Logic Research, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of Advanced
Logic Research, Inc. on August 22, 1996, as reported by the Nasdaq
National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Advanced Logic Research, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the SEC on December 27, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1995, March 31, 1996, and June 30,
1996, filed with the SEC on February 14, 1996, May 15, 1996, and
August 14, 1996, respectively;
(c) The Registrant's Registration Statement No. 00-018753 on Form 8-A,
filed with the SEC on August 8, 1990, in which there is described
the terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), after the date of this Registration Statement
and 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 into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by the Delaware General Corporation Law, as amended (the
"Delaware Law"), the Registrant's charter documents provide that no director of
the Registrant will be personally liable to the Registrant 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 Registrant
or its stockholders, (ii) for acts or omissions
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not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases and (iv) for any transaction from which the director
derives an improper personal benefit. The effect of this provision is to
eliminate the rights of the Registrant and its stockholders (through
stockholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of the Registrant or any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, the
Registrant's charter documents provide for indemnification of the directors and
officers of the Registrant to the fullest extent authorized under Delaware Law,
and that if the Delaware Law is amended to authorize broader indemnification of
officers and directors or the further elimination or limitation of the liability
of a director, then such indemnification shall be increased and such liability
shall be eliminated or limited to the fullest extent permitted by the Delaware
Law, as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit No. Exhibit
- ----------- -------
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-018753 on
Form 8-A which is incorporated herein by reference pursuant to
Item 3(c).
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants -- KPMG Peat Marwick LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Directors' Non-Qualified Stock Option Plan.
99.2 Form of Directors' Non-Qualified Stock Option Agreement.
ITEM 9. UNDERTAKINGS
A. 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 (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if 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 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
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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 upon the termination of the
Registrant's Directors' Non-Qualified Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
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 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 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irvine, State of California on this 22nd day of
August, 1996.
ADVANCED LOGIC RESEARCH, INC.
By: /s/ Gene Lu
-------------------------------------
Gene Lu
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Advanced Logic
Research, Inc., a Delaware corporation, do hereby constitute and appoint Gene Lu
and Ronald J. Sipkovich, and each of them, the lawful attorneys-in-fact and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulation or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Gene Lu Chairman of the Board, President August 22, 1996
- ---------------------------- and Chief Executive Officer
Gene Lu (Principal Executive Officer)
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Signatures Title Date
- ---------- ----- ----
/s/ Ronald J. Sipkovich Vice President, Finance and August 22, 1996
- --------------------------- Administration, Chief Financial
Ronald J. Sipkovich Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ Chun Win Wong Director August 22, 1996
- ---------------------------
Chun Win Wong
/s/ Philip A. Harding Director August 22, 1996
- ---------------------------
Philip A. Harding
/s/ Therese E. Myers Director August 22, 1996
- ---------------------------
Therese E. Myers
Director , 1996
- --------------------------- ---------
Kenneth W. Simonds
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EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 00-018753 on Form
8-A, which is incorporated herein by reference pursuant to
Item 3(c).
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - KPMG Peat Marwick LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Directors' Non-Qualified Stock Option Plan.
99.2 Form of Directors' Non-Qualified Stock Option Agreement.