AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 1, 1995
REGISTRATION NO. 33-______________________
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
of incorporation or organization) Identification No.)
9401 JERONIMO ROAD
IRVINE, CALIFORNIA 92718-1908
(Address of principal executive offices) (Zip code)
FLEXIBLE STOCK INCENTIVE 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
(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<F1> per Share<F2> Price<F2> Fee
Options to purchase 1,780,390 N/A N/A N/A Common
Stock
Common Stock, 1,780,390 shares $5.875 $10,459,791.25 $3,606.82 $0.01 par
value
<F1> This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Flexible Stock
Incentive 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.
<F2> 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 May 26, 1995, as reported by the
Nasdaq National Market.
TOTAL PAGES _____
EXHIBIT INDEX ON PAGE _____
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, 1994, filed with the SEC on December 23,
1994;
(b) (1) The Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 1994 filed with the SEC on
February 14, 1995;
(2) The Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1995 filed with the SEC on May 15,
1995; and
(c) The Registrant's Registration Statement No. 33-40369 on
Form S-1 filed with the SEC on May 3, 1991, as amended on May 17, 1991 and
May 23, 1991, in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
(d) Any similar report filed subsequently with the SEC
and distributed to the Registrant's stockholders.
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.
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 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
5 Opinion of Brobeck, Phleger & Harrison.
23.1 Consent of Independent Accountants -- KPMG Peat
Marwick LLP.
23.2 Consent of Brobeck, Phleger & Harrison is
contained in Exhibit 5.
24 Power of Attorney. Reference is made to page
II-4 of this Registration Statement.
99.1 Flexible Stock Incentive Plan.
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Non-Qualified Stock Option Agreement.
99.4 Form of Non-Qualified Stock Option Agreement.
99.5 Form of Restricted Stock Purchase Agreement.
99.6 Form of Restricted Stock Bonus Agreement.
II-2
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 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 Flexible Stock Incentive 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.
II-3
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 25th day of May 1995.
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, May 25, 1995
Gene Lu President and Chief
Executive Officer
(Principal Executive
Officer)
II-4
SIGNATURES TITLE DATE
/S/RONALD J. SIPKOVICH Vice President, May 25, 1995
Ronald J. Sipkovich Finance and
Administration,
Chief Financial
Officer and Secretary
(Principal Financial
and Accounting
Officer)
/S/PHILIP A. HARDING Director May 25, 1995
Philip A. Harding
/S/THERESE E. MYERS Director May 25, 1995
Therese E. Myers
/S/KENNETH W. SIMONDS Director May 25, 1995
Kenneth W. Simonds
/S/CHUN WIN WONG Director May 25, 1995
Chun Win Wong
II-5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
ADVANCED LOGIC RESEARCH, INC.
EXHIBIT INDEX
Sequentially Numbered
EXHIBIT NO. EXHIBIT PAGE
5 Opinion of Brobeck, Phleger & Harrison.
23.1 Consent of Independent Accountants -- KPMG Peat
Marwick LLP.
23.2 Consent of Brobeck, Phleger & Harrison is
contained in Exhibit 5.
24 Power of Attorney. Reference is made to page
II-4 of this Registration Statement.
99.1 Flexible Stock Incentive Plan.
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Non-Qualified Stock Option Agreement.
99.4 Form of Non-Qualified Stock Option Agreement.
99.5 Form of Restricted Stock Purchase Agreement.
99.6 Form of Restricted Stock Bonus Agreement.