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As filed with the Securities and Exchange Commission on July 25, 1997
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRIDEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0211467
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
340 PIONEER WAY
MOUNTAIN VIEW, CALIFORNIA 94041
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
AMENDED AND RESTATED 1989 INCENTIVE STOCK PLAN, AS AMENDED
1995 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plans)
Theodore A. Boutacoff
President and Chief Executive Officer
IRIDEX Corporation
340 Pioneer Way
Mountain View, California 94041
(415) 962-8100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
JUDITH M. O'BRIEN, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered (1) Per Share Price Fee(2)
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Common Stock, $0.01 par value 550,000 9.75 $5,362,500 $1,625
(1) Pursuant to Rule 428 under the Securities Act of 1933, as amended
("Act"), the prospectus contained herein with respect to the Amended
and Restated 1989 Incentive Stock Plan, as amended, and the 1995
Employee Stock Purchase Plan, as amended also relates to shares
registered under the Form S-8 Registration Statement No. 333-4264
(2) Estimated in accordance with Rule 457(c) and (h) under the Act solely
for the purpose of calculating the registration fee, based on the
average of the high and low price of the Registrant's Common Stock as
reported by Nasdaq NMS on July 22, 1997.
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IRIDEX CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by IRIDEX Corporation
(the "Company" or the "Registrant"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); and
(b) Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1997, filed pursuant to
Section 13(a) of the Exchange Act.
All documents filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which de-registers all securities then
remaining unsold under this registration statement, 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.
The validity of the issuance of shares of Common Stock offered
hereby will be passed upon for the Registrant by Wilson, Sonsini, Goodrich &
Rosati, P.C. ("WSGR"), Palo Alto, California. Judith Mayer O'Brien, a member
of WSGR, is Secretary of the Registrant.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporations Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Act. The Registrant's
Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by Delaware General Corporation Law. Registrant has entered
into an indemnification agreement with each of its officers and directors which
provide the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant's Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for a breach of the directors' fiduciary duty as a director to
Registrant and its stockholders, provided that such liability does not arise
from certain proscribed conduct. Registrant also currently maintains officer
and director liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Document
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5.1 Opinion of Counsel as to legality of securities being registered.
10.1 Amended and Restated 1989 Incentive Stock Plan, as amended and
forms of option agreements and stock purchase agreement
thereunder.
10.2 1995 Employee Stock Purchase Plan, as amended and form of
subscription agreement thereunder.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)
(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 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.
(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.
(b) 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 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.
(c) 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 Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 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 of 1933 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, 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 Mountain View, State of California, on this
25th day of July, 1997.
IRIDEX CORPORATION
By: /s/ THEODORE A. BOUTACOFF
Theodore A. Boutacoff
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Theodore A. Boutacoff and
James L. Donovan jointly and severally, his or her attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or his or her substitute or substitutes, 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.
Signatures Title Date
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President, Chief Executive Officer and July 25, 1997
/s/ Theodore A. Boutacoff Director (Principal Executive Officer)
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Theodore A. Boutacoff
/s/ James L. Donovan Chief Financial Officer July 25, 1997
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James L. Donovan
/s/ John M. Nehra Chariman of the Board of Directors July 25, 1997
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John M. Nehra
Director July 25, 1997
/s/ William Boeger, III
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William Boeger, III
Director July 25, 1997
/s/ Milton Chang
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Milton Chang
Director July 25, 1997
/s/ Donald L. Hammond
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Donald L. Hammond
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INDEX TO EXHIBITS
Exhibit Page
Number No.
5.1 Opinion of Counsel as to legality of securities being
registered.
10.1 Amended and Restated 1989 Incentive Stock Plan, as amended and
forms of option agreements and restricted stock purchase
agreement thereunder.
10.2 1995 Employee Stock Purchase Plan, as amended and form of
subscription agreement thereunder.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).