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As filed with the Securities and Exchange Commission on _______, 2001
Registration No. 333- ______________
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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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ENCAD, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 95-3672088
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
6059 CORNERSTONE COURT WEST, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
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ENCAD, INC.
1999 STOCK OPTION/STOCK ISSUANCE PLAN, AS AMENDED
1997 SUPPLEMENTAL STOCK OPTION PLAN, AS AMENDED
1993 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plan)
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TERRY VANDEWARKER
Chief Executive Officer
ENCAD, INC.
6059 CORNERSTONE COURT WEST, SAN DIEGO, CALIFORNIA 92121
(Name and address of agent for service)
(858) 452-0882
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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
---------- ------------- ------------ -------- ---
1999 Stock Option/Stock Issuance Plan,
As Amended
Common Stock, $0.001 par value 395,000 shares $1.48 $584,600 $146.15
1997 Supplemental Stock Option Plan,
As Amended
Common Stock, $0.001 par value 100,000 shares $1.48 $148,000 $37.00
1993 Employee Stock Purchase Plan,
As Amended
Common Stock, $0.001 par value 200,000 shares $1.48 $296,000 $74.00
</Table>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Stock Option/Stock
Issuance Plan, as amended, the 1997 Supplemental Stock Option Plan, as
amended, and the 1993 Employee Stock Purchase Plan, as amended by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of Common
Stock of ENCAD, 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 ENCAD,
Inc. on August 7, 2001 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
ENCAD, 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 December 31, 2000, filed with the SEC on March 28, 2001;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001, filed with the SEC on May 15, 2001;
and
(c) The Registrant's Registration Statement No. 001-12652 on Form 8-A
filed with the SEC on December 6, 1993 in which the terms, rights
and provisions applicable to the Registrant's Common Stock are
described and the Registrant's Registration Statement No. 000-23034
on Form 8-A filed with the SEC on March 20, 1998, as amended, in
which the terms, rights and provisions applicable to the
Registrant's Preferred Stock Purchase Rights are described.
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 (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
The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall,
to the fullest extent authorized by Delaware law, indemnify any director who is
made, or is threatened to be made, a party to an action or proceeding, whether
civil or criminal, administrative or investigative, by reason of being a
director of the Registrant or a predecessor corporation of the Registrant, or is
or was serving at the request of the Registrant as a director or officer of
another corporation; provided, however, that the Registrant shall indemnify any
such agent in connection with a proceeding initiated by such agent only if such
proceeding was authorized by the Registrant's Board of Directors (the "Board").
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The Bylaws further provide that such indemnification provisions shall: (i) not
be deemed to be exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement or vote of stockholder or disinterested
directors or otherwise, both as to action in their official capacities and as to
action in another capacity while holding such office, (ii) continue as to a
person who has ceased to be a director, and (iii) inure to the benefit of the
heirs, executors and administrators of such a person. The Bylaws provide that
the Registrant's obligation to provide indemnification shall be offset to the
extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the Registrant or any other
person. The Bylaws further provide that the Board in its discretion shall have
the power to indemnify any person, other than a director, made a party to any
action, suit or proceeding by reason of the fact that he, his testator or
intestate, is or was an officer or employee of the corporation.
In addition, the Registrant's Certificate of Incorporation (the
"Certificate of Incorporation") provides that, pursuant to Delaware law, its
directors shall not be personally liable 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 involving intentional misconduct, (iii) for
knowing violations of law, (iv) for actions leading to improper personal benefit
to the director, and (v) for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of Delaware General
Corporation Law.
The Registrant maintains a directors' and officers' liability insurance
policy that, subject to certain limitations, terms and conditions, will insure
the directors and officers of the Registrant against losses arising from
wrongful acts (as defined by the policy) in his or her capacity as a director or
officer.
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. 001-12652 on Form 8-A,
and Registrant's Registration Statement No. 000-23034 on Form
8-A, as amended, which are incorporated herein by reference
pursuant to Item 3(c) of this Registration Statement.
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Public Accountants.
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 1999 Stock Option/Stock Issuance Plan, as amended.
99.2 1997 Supplemental Stock Option Plan, as amended.
99.3 1993 Employee Stock Purchase Plan, as amended.
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of
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the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 1999 Stock Option/Stock Issuance Plan, as amended, the Registrant's
1997 Supplemental Stock Option Plan, as amended, or the Registrant's 1993
Employee Stock Purchase Plan, as amended.
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
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 summarized 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, 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 this 10th day
of August, 2001.
ENCAD, INC.
By /s/ Terry Vandewarker
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Terry Vandewarker
(President and Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of ENCAD, INC., a
Delaware corporation, do hereby constitute and appoint Terry Vandewarker and
Thomas L. Green, or 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
regulations 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 any 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,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<Caption>
SIGNATURE TITLE DATE
/s/ David A. Purcell Chairman of the Board, Director August 10, 2001
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(David A. Purcell)
/s/ Terry Vandewarker President and Chief Executive Officer August 10, 2001
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(Terry Vandewarker) (Principal Executive Officer)
/s/ Todd Schmidt Vice President and Chief Financial Officer August 10, 2001
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(Todd Schmidt) (Principal Financial and Accounting Officer)
/s/ Ronald J. Hall Director August 10, 2001
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(Ronald J. Hall)
/s/ Howard L. Jenkins Director August 10, 2001
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(Howard L. Jenkins)
/s/ Craig S. Andrews Director August 10, 2001
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(Craig S. Andrews)
/s/ Charles E. Volpe Director August 10, 2001
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(Charles E. Volpe)
</Table>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
ENCAD, INC.
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 001-12652 on Form 8-A,
and Registrant's Registration Statement No. 000-23034 on Form
8-A, as amended, which are incorporated herein by reference
pursuant to Item 3(c) of this Registration Statement.
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Public Accountants.
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 1999 Stock Option/Stock Issuance Plan, as amended.
99.2 1997 Supplemental Stock Option Plan, as amended.
99.3 1993 Employee Stock Purchase Plan, as amended.