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As filed with the Securities and Exchange Commission on December 28, 1998
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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MOTORVAC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0522018
(State of Incorporation) (I.R.S. Employer Identification No.)
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1431 S. VILLAGE WAY
SANTA ANA, CALIFORNIA 92705
(Address, including zip code, of Registrant's principal executive offices)
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1998 STOCK COMPENSATION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTOR STOCK PLAN
1996 STOCK INCENTIVE AWARD PLAN
1994 STOCK INCENTIVE AWARD PLAN
(Full title of the plans)
LEE W. MELODY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1431 S. VILLAGE WAY
SANTA ANA, CA 92705
(714) 558-4822
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JEREMY D. GLASER, ESQ.
COOLEY GODWARD LLP
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 MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, par
value $.01 933,426 $ .8125 - 5.10 $ 2,402,461.10 $ 667.88
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 of the Securities Act of 1933, as
amended (the "Securities Act"). The price per share and aggregate
offering price are based upon (a) the actual exercise price for shares
subject to outstanding stock options previously granted under the
Registrant's 1996 Director Stock Plan, 1996 Stock Incentive Award Plan,
as amended, and 1994 Stock Incentive Award Plan, as amended and (b) the
average of the high and low sales prices of Registrant's Common Stock on
December 22, 1998 as reported on the Nasdaq SmallCap Market, for shares
issuable under the Registrant's 1998 Stock Compensation Plan, 1998
Employee Stock Purchase Plan, 1996 Director Stock Plan, as amended, 1996
Stock Incentive Award Plan, as amended, and 1994 Stock Incentive Award
Plan, as amended. The following chart shows the calculation of the
registration fee.
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Aggregate
Type of Shares Number of Shares Offering Price Per Offering Price
Share
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Common Stock issuable pursuant 331,492 $ .8125(b) $ 269,337.25
to the 1998 Employee Stock
Purchase Plan
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Common Stock issuable pursuant 120,000 $ .8125(b) $ 97,500
to the 1998 Stock Compensation
Plan
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Common Stock issuable pursuant 50,000 $ 2.38 (a) $ 71,975
to outstanding options under
the 1996 Director Stock Plan,
as amended
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Common Stock issuable pursuant 325,000 $ 4.75 (a) $ 1,418,285.50
to outstanding options under
the 1996 Stock Incentive Award
Plan, as amended
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Common Stock issuable pursuant 106,934 $ 5.10 (a) $ 545,363.40
to outstanding options under
the 1994 Stock Incentive Award
Plan, as amended
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(a) Weighted average exercise price.
(b) Average of the high and low sales prices of Registrant's Common Stock on
December 22, 1998, as reported on the NASDAQ SmallCap Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by MotorVac Technologies, Inc. (the
"Registrant" or "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated by reference into this Registration Statement
except as superseded or modified herein:
The Company's Annual Report on Form 10-KSB for the year ended December
31, 1997, the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998, the Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1998, the Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1998 and the description of the Company's Common
Stock contained in its Registration Statement on Form 8-A dated April 1, 1996,
including any amendment or reports filed for the purpose of updating such
description. All reports and other documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange 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 herein and to be a part of this
Registration Statement from the date of the filing of such reports and
documents. Any statement contained in a document 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
other subsequently filed document which also is or 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
Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.
The Company's Certificate of Incorporation includes provisions to
eliminate the personal liability of its directors for monetary damages from
breaches or alleged breaches of their fiduciary duty as directors to the extent
permitted under Delaware law. The Company's Bylaws require the Company to
indemnify its directors and officers, or individuals serving at the request of a
director, officer, employee or other agent, under certain circumstances,
including circumstances in which indemnification would otherwise be
discretionary, and the Company is required to advance expenses to its officers
and directors as incurred in connection with proceedings against them for which
they may be indemnified, upon an undertaking by the indemnified party to repay
such advances if it is ultimately determined that such party is not entitled to
indemnification.
The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law. The indemnification agreements require the Company,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers to the
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fullest extent permitted by Delaware law and to advance their expenses incurred
as a result of any proceedings against them as to which they could be
indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 Form of Certificate Evidencing Shares of Registrant's Common
Stock.(1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on page 4.
99.1 Registrant's 1998 Stock Compensation Plan.
99.2 Registrant's 1998 Employee Stock Purchase Plan and related
offering document.
99.3 1996 Stock Incentive Award Plan of Registrant.(2)
99.4 First Amendment to Registrant's 1996 Stock Incentive Award Plan.
99.5 Form of 1996 Director Non-Qualified Stock Option Agreement.(2)
99.6 First Amendment to Registrant's Form of 1996 Director
Non-Qualified Stock Option Agreement.
99.7 Form of 1996 Employee Non-Qualified Stock Option Agreement.(2)
99.8 First Amendment to Registrant's Form of 1996 Employee
Non-Qualified Stock Option Agreement.
99.9 1996 Director Stock Plan of Registrant.(2)
99.10 1994 Stock Incentive Award Plan of Registrant.(2)
99.11 First Amendment to Registrant's 1994 Stock Incentive Award Plan.
99.12 Form of 1994 Director Non-Qualified Stock Option Agreement.(2)
99.13 First Amendment to Registrant's Form of 1994 Director
Non-Qualified Stock Option Agreement.
99.14 Form of 1994 Employee Non-Qualified Stock Option Agreement.(2)
99.15 First Amendment to Registrant's Form of 1994 Employee
Non-Qualified Stock Option Agreement.
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(1) Filed as an exhibit to the Registrant's Registration Statement on Form 8-A,
as amended (No. 333-1866-LA) filed with the Commission on April 1, 1996, and
incorporated herein by this reference.
(2) Filed as an exhibit to the Registrant's Registration Statement on Form SB-2
(No. 333-1866-LA) filed with the Commission February 29, 1996, and incorporated
herein by this reference.
ITEM 9. UNDERTAKINGS
The undersigned registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) include any additional or changed material information on
the plan of distribution;
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering; and
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Santa Ana, State of California, on December 28, 1998.
MOTORVAC TECHNOLOGIES, INC.
By /s/ Lee W. Melody
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Lee W. Melody,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lee W. Melody and David P. Nelson, and
each or any one 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 attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Lee W. Melody President, Chief Executive December 28, 1998
- ------------------------------------ Officer and Director
Lee W. Melody (Principal Executive Officer)
/s/ David P. Nelson Chief Financial Officer, December 28, 1998
- ------------------------------------ Treasurer and Secretary
David P. Nelson (Principal Financial and
Accounting Officer)
/s/ Ronald J. Monark Director December 28, 1998
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Ronald J. Monark
/s/ Grant Ferrier Director December 28, 1998
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Grant Ferrier
/s/ Stephen L. Greaves Director December 28, 1998
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Stephen L. Greaves
/s/ Gerald C. Quinn Director December 28, 1998
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Gerald C. Quinn
/s/ Daniel P. Whelan Director December 28, 1998
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Daniel P. Whelan
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
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4.1 Form of Certificate Evidencing Shares of Registrant's Common
Stock.(1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1998 Stock Compensation Plan.
99.2 1998 Employee Stock Purchase Plan and related offering document.
99.3 1996 Stock Incentive Award Plan of Registrant.(2)
99.4 First Amendment to Registrant's 1996 Stock Incentive Award Plan.
99.5 Form of 1996 Director Non-Qualified Stock Option Agreement.(2)
99.6 First Amendment to Registrant's Form of 1996 Director
Non-Qualified Stock Option Agreement.
99.7 Form of 1996 Employee Non-Qualified Stock Option Agreement.(2)
99.8 First Amendment to Registrant's Form of 1996 Employee
Non-Qualified Stock Option Agreement.
99.9 1996 Director Stock Plan of Registrant.(2)
99.10 1994 Stock Incentive Award Plan of Registrant.(2)
99.11 First Amendment to Registrant's 1994 Stock Incentive Award Plan.
99.12 Form of 1994 Director Non-Qualified Stock Option Agreement.(2)
99.13 First Amendment to Registrant's Form of 1994 Director
Non-Qualified Stock Option Agreement.
99.14 Form of 1994 Employee Non-Qualified Stock Option Agreement.(2)
99.15 First Amendment to Registrant's Form of 1994 Employee
Non-Qualified Stock Option Agreement.
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(1) Filed as an exhibit to the Registrant's Registration Statement on Form 8-A,
as amended (No. 333-1866-LA) filed with the Commission on April 1, 1996,
and incorporated herein by this reference.
(2) Filed as an exhibit to the Registrant's Registration Statement on Form SB-2
(No. 333-1866-LA) filed with the Commission February 29, 1996, and
incorporated herein by this reference.
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