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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PROXIMA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-3740880
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
9440 CARROLL PARK DRIVE
SAN DIEGO, CA 92121
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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PROXIMA CORPORATION
AMENDED AND RESTATED 1996 STOCK PLAN
(FULL TITLE OF THE PLAN)
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DENNIS A. WHITTLER
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
PROXIMA CORPORATION
9440 CARROLL PARK DRIVE
SAN DIEGO, CA 92121
(619) 457-5500
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
KENNETH M. SIEGEL, ESQ.
PAUL SHINN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
===============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
------------- ---------- ------------ ----- ---
Common Stock,
par value $.001 per share...... 1,000,000 shares $8.0625 $18,062,500 $2,443.18
(1) The Proposed Maximum Offering Price Per Share was estimated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act") solely for the purpose of computing the registration
fee, based on the average of the high and low prices per share of the
Common Stock on the Nasdaq National Market System on October 20, 1997.
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PROXIMA CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,000,000 shares of the Company's Common Stock to
be issued pursuant to the Company's Amended and Restated 1996 Stock Plan (the
"Plan"). The Registration Statement on Form S-8 previously filed with the
Commission relating to the Plan (No. 333-20827) is incorporated herein by
reference.
ITEM 8. EXHIBITS.
Exhibit
Number
- ------
4.1 Proxima Corporation Amended and Restated 1996 Stock Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of securities
being registered.
23.1 Independent Auditors' Consent (Deloitte & Touche LLP).
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit 5.1).
24.1 Power of Attorney (See page II-2).
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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 San Diego, State of California, on October 24, 1997.
PROXIMA CORPORATION
By: /s/ DENNIS A. WHITTLER
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Dennis A. Whittler, Vice President,
Finance and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth E. Olson and Dennis A. Whittler,
each of them, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any and all
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 attorneys-in-fact, or his 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 below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ KENNETH E. OLSON Chairman, Director, Interim President October 24, 1997
- ----------------------------- and Chief Executive Officer
(Kenneth E. Olson) (Principal Executive Officer)
/s/ R. PATRICK ARRINGTON Director October 24, 1997
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(R. Patrick Arrington)
/s/ RICHARD E. BELLUZZO Director October 24, 1997
- -----------------------------
(Richard E. Belluzzo )
/s/ ROBERT W. JOHNSON Director October 24, 1997
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(Robert W. Johnson)
/s/ JEFFREY M. NASH Director October 24, 1997
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(Jeffrey M. Nash)
/s/ JOHN M. SEIBER Director October 24, 1997
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(John M. Seiber)
/s/ DENNIS A. WHITTLER Vice President, Finance and Chief October 24, 1997
- ----------------------------- Financial Officer
(Dennis A. Whittler) (Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Proxima Corporation 1996 Stock Plan, as amended
5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of
securities being registered
23.1 Independent Auditor's Consent (Deloitte & Touche LLP)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit
5.1)
24.1 Power of Attorney (Included on Page II-2)
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