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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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TYLAN GENERAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 04-2659273
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
15330 Avenue of Science 92128
San Diego, CA (Zip code)
(Address of principal executive offices)
1994 STOCK OPTION PLAN
(Full title of the plan)
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David J. Ferran
Chief Executive Officer, President and
Chairman of the Board
TYLAN GENERAL, INC.
15330 Avenue of Science
San Diego, CA 92128
(Name and address of agent for service)
(619) 618-1990
(Telephone number, including area code, of agent for service)
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Copies to:
D. Bradley Peck, Esq.
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per share(1) offering price(1) registration fee
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Common Stock $.001 par value 350,000 shares $9.5625 $3,346,875 $1,155
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1). The price per share and
the aggregate offering price are calculated on the basis of the
average of the high and low sales prices of Registrant's Common Stock
on June 17, 1996 as reported on the Nasdaq National Market for shares
issuable under the 1994 Plan.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statement on Form S-8 No. 33-89684 filed with
the Securities and Exchange Commission on February 23, 1995 are incorporated by
reference herein.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
4.1 Amended and Restated Certificate of Incorporation of Registrant.(1)
4.2 By-laws of Registrant, as amended.(1)
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 1994 Stock Option Plan, as amended.
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(1) Filed as an exhibit to the Registration Statement on Form S-1 (No. 33-
87470) on December 16, 1994, or amendments thereto, and incorporated herein by
reference.
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SIGNATURES
THE REGISTRANT. 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 San Diego, State of
California, on June 18, 1996.
TYLAN GENERAL, INC.
By: /s/ DAVID J. FERRAN
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David J. Ferran
Chairman of the Board, President
and Chief Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David J. Ferran, David L. Stone and
Michael A. Grandinetti, and each or any of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or any of them, or his substitutes or substitute, may
lawfully 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.
SIGNATURE TITLE DATE
/s/ DAVID J. FERRAN Chairman of the Board, President June 18, 1996
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David J. Ferran (PRINCIPAL EXECUTIVE OFFICER)
/s/ DAVID L. STONE Executive Vice President, Chief Financial June 18, 1996
- ------------------- Officer and Secretary (PRINCIPAL FINANCIAL
David L. Stone AND ACCOUNTING OFFICER)
/s/ LARRY L. HANSEN Director June 18, 1996
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Larry L. Hansen
/s/ DERRICK N. KEY Director June 18, 1996
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Derrick N. Key
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/s/ MICHAEL H. KHOUGAZ Director June 18, 1996
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Michael H. Khougaz
/s/ ARTHUR C. SPINNER Director June 18, 1996
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Arthur C. Spinner
/s/ WADE WOODSON Director June 18, 1996
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Wade Woodson
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
4.1 Registrant's Restated Certificate of Incorporation,
as amended.(1) --
4.2 Registrant's Amended By-laws.(1) --
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum. 7
23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 9
23.2 Consent of Cooley Godward Castro Huddleson & Tatum.
Reference is made to Exhibit 5.1. --
24.1 Power of Attorney. Reference is made to page 4. --
99.1 1994 Stock Option Plan, as amended. 10
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(1) Filed as an exhibit to the Registration Statement on Form S-1 (No. 33-
87470) on December 16, 1994, or amendments thereto, and incorporated
herein by reference.
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