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As Filed with the Securities and
Exchange Commission on October 16, 1996
No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HELIONETICS, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-2629097
(State of Incorporation) (I.R.S. Employer
Identification No.)
6849 Hayvenhurst Avenue
Van Nuys, California 91406
(Address of Principal Executive Offices)
Forty-six (46) Professional Services Agreements for services provided during
1994, 1995 and 1996.
(Full Title of the Plans)
Copy to:
E. Maxwell Malone Gary L. Blum, Esq.
6849 Hayvenhurst Avenue 3278 Wilshire Blvd., Suite 603
Van Nuys, California 91406 Los Angeles, CA 90010
Telephone (818) 778-0000 Telephone (213) 381-7450
Facsimile (818) 778-1111 Facsimile (213) 384-1035
(Name, Address and Telephone
Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Maximum Amount of
Securities to Registered Maximum Aggregate Registration
be Registered Offering Offering Fee
Price Per
Share
- -------------- ------------- ----------- ------------- ------------
Common shares (1) 2,122,394 (2) $2.375 $5,040,685.70 (3)$1,738.17
(no par value)
This Registration Statement, including exhibits, consists of ___ sequentially
numbered pages. The Index to Exhibits appears on sequentially numbered page 7.
(Footnotes)
(1) Shares registered pursuant to this Registration Statement available
for issuance pursuant to those forty-six (46) Professional Services
Agreements for services provided in 1994, 1995 and 1996.
(2) Estimated as of September 27, 1996 pursuant to Rule 457(h) solely
for the purpose of calculating the amount of the registration fee.
(3) Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on the maximum aggregate price at which
securities covered by this Registration Statement are proposed to be
offered.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION
The information required by Items 1 and 2 of Part I is included in
documents sent or given to the participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Helionetics, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Company's Registration Statement on Form 8-A.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a 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
NOT APPLICABLE.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws give the Company the power, to the maximum extent
permitted by the Corporations Code of California, to indemnify each of its
officers, directors, employees and agents, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation. Such indemnity extends to any person who is or was a
director, officer, employee, or other agent of the corporation; who is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation that was a predecessor or other enterprise; or who
was a director, officer, employee, or agent of a corporation that was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8. EXHIBITS
See the Index to Exhibits at Page 7 of this Registration Statement.
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;
(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, represents a
fundamental change in the information set forth in
the Registration Statement; and
(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, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3
or Form S-8 and 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 this Securities Exchange Act of
1934 that are incorporated by reference in the
Registration Statement.
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(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 at the 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. The undersigned registrant undertakes 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 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at the 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 Company pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted against the Company by such director, officer or
controlling person in connection with the securities being
registered, the Company 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.
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 Van Nuys, State of California on the 10th day of
October, 1996
HELIONETICS, INC.
BY: /s/ E. MAXWELL MALONE
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E. MAXWELL MALONE
CHIEF EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 10th day of October, 1996.
SIGNATURE TITLE
--------- -----
/S/ BERNARD B. KATZ CHAIRMAN OF THE BOARD AND DIRECTOR
----------------------------
BERNARD B. KATZ
/S/ E. MAXWELL MALONE CHIEF EXECUTIVE OFFICER, PRESIDENT
---------------------------- AND DIRECTOR
E. MAXWELL MALONE
/S/ CHAIM MARKHEIM VICE PRESIDENT, CHIEF OPERATING
---------------------------- OFFICER AND DIRECTOR
CHAIM MARKHEIM
/S/ RICHARD A. SERGO DIRECTOR
----------------------------
RICHARD A. SERGO
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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4.1 Professional Services Agreement
between Registrant and Eric Barnes
4.2 Professional Services Agreement
between Registrant and David Hawley
4.3 Professional Services Agreement
between Registrant and Larry Suelzle
4.4 Professional Services Agreement
between Registrant and E. Maxwell Malone
4.5 Professional Services Agreement
between Registrant and David Mathisen
4.6 Professional Services Agreement
between Registrant and Adriano Cayetano
4.7 Professional Services Agreement
between Registrant and Daryoosh Kaveh
4.8 Professional Services Agreement
between Registrant and Richard Sergo
4.9 Professional Services Agreement
between Registrant and Jerome Dahme
4.10 Professional Services Agreement
between Registrant and Edsel Crenshaw
4.11 Professional Services Agreement
between Registrant and John Smith
4.12 Professional Services Agreement
between Registrant and Chaim Markheim
4.13 Professional Services Agreement
between Registrant and K.B. Equities, Inc.
4.14 Professional Services Agreement
between Registrant and Gary Blum, Esq.
4.15 Professional Services Agreement
between Registrant and Global Financial Press
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4.16 Professional Services Agreement
between Registrant and Guttman & Associates
4.17 Professional Services Agreement
between Registrant and Judy Suelzle
4.18 Professional Services Agreement
between Registrant and Judy Stackel
4.19 Professional Services Agreement
between Registrant and Cacace, Tusch, Santagata
4.20 Professional Services Agreement
between Registrant and Hart & Watters
4.21 Professional Services Agreement
between Registrant and Dr. Henry Solomon
4.22 Professional Services Agreement
between Registrant and Danning, Gill, Diamond and Kollitz
4.23 Professional Services Agreement
between Registrant and Payne & Fears
4.24 Professional Services Agreement
between Registrant and Charles McIntosh
4.25 Professional Services Agreement
between Registrant and Davis & Associates
4.26 Professional Services Agreement
between Registrant and Peter Whitaker
4.27 Professional Services Agreement
between Registrant and E. Maxwell Malone(1)
4.28 Professional Services Agreement
between Registrant and Joe Malinowski
4.29 Professional Services Agreement
between Registrant and Steven Qualls
4.30 Professional Services Agreement
between Registrant and Alvin Katz
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4.31 Professional Services Agreement
between Registrant and Jack Katz
4.32 Professional Services Agreement
between Registrant and Corbin & Wertz
4.33 Professional Services Agreement
between Registrant and Ernest Dageford
4.34 Professional Services Agreement
between Registrant and Raymond Hartman
4.35 Professional Services Agreement
between Registrant and Kevin Daly
4.36 Professional Services Agreement
between Registrant and Arvel Bowyer
4.37 Professional Services Agreement
between Registrant and Callahan, Blaine & Williams
4.38 Professional Services Agreement
between Registrant and Paul Keil
4.39 Professional Services Agreement
between Registrant and James Bischof
4.40 Professional Services Agreement
between Registrant and Peter Aiello
4.41 Professional Services Agreement
between Registrant and Gruntal & Co., Inc.
4.42 Professional Services Agreement
between Registrant and Daniel J. Coplan
4.43 Professional Services Agreement
between Registrant and Swidler & Berlin
4.44 Professional Services Agreement
between Registrant and Maureen Rhodes
4.45 Professional Services Agreement
between Registrant and Lee Stucker
4.46 Professional Services Agreement
between Registrant and Broker S. O'Keefe
5.1 Opinion of Law Offices of
Gary L. Blum
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23.1 Consent of Law Offices of
Gary L. Blum (Included in Exhibit 5.1)
23.2 Consent of Corbin & Wertz
23.3 Consent of Hein + Associates
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