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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 1999
REGISTRATION NO.333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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SUPER VISION INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-3046866
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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8210 PRESIDENTS DRIVE
ORLANDO, FL 32809
(Address, including zip code, of registrant's principal executive offices)
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1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED
(Full Title of the Plan)
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Brett M. Kingstone, Chief Executive Officer
Super Vision International, Inc.
8210 Presidents Drive
Orlando, Florida 32809
(407) 857-9900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
Randolph H. Fields, Esq.
Greenberg Traurig, P.A.
111 North Orange Avenue, 20th Floor
Orlando, Florida 32801
Telephone: (407) 420-1000
Telecopier: (407) 420-5909
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE(2) AGGREGATE REGISTRATION
OFFERING PRICE FEE
- ----------------------------------------- ------------------ ----------------------- ------------------- ----------------
Class A Common Stock, $.001 par value 200,000 $4.30 $860,000 $239.08
per share
- ----------------------------------------- ------------------ ----------------------- ------------------- ----------------
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, an additional undeterminable number of shares of Class A Common
Stock is being registered to cover any adjustment in the number of shares
of Class A Common Stock pursuant to the anti-dilution provisions of the
1994 Stock Option Plan, as amended and restated.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low sale
price of the Class A Common Stock on January 14, 1999 as reported on the
Nasdaq SmallCap Market.
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INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
This Registration Statement is being filed to (i) register an
additional 200,000 shares of the Class A Common Stock of Super Vision
International, Inc. (the "Registrant") under the Registrant's 1994 Stock Option
Plan, as amended and restated and (ii) file as an exhibit the 1994 Stock Option
Plan, as amended and restated. Pursuant to General Instruction E of Form S-8,
the contents of (i) the Registrant's Registration Statement on Form S-8, File
No. 333-32007, and (ii) the Registrant's Registration Statement on Form S-8,
File No. 333-23689, are hereby incorporated in this Registration Statement by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit
Number Description
4.1 1994 Stock Option Plan, as amended and restated.
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Greenberg Traurig, P.A. (included in its opinion filed as
Exhibit 5.1).
24 Power of Attorney ( included in signature page of this Registration
Statement).
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 Orlando and the State of Florida on the 19th day of
January, 1999.
SUPER VISION INTERNATIONAL, INC.
By: /S/ JOHN P. STANNEY
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John P. Stanney
President
and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Brett M. Kingstone and John P.
Stanney, his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments, including
any post-effective amendments, to this Registration Statement, and to sign any
additional Registration Statements pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto, and other
documents to be filed in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite, necessary or advisable to be done, 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 their substitutes, each acting alone,
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 their
respective capacities on January 19, 1999.
SIGNATURE TITLE
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- ------------------------------ Chairman of the Board and Chief Executive Officer
Brett M. Kingstone (Principal Executive Officer)
/s/ John P. Stanney
- ------------------------------ President and Chief Financial Officer (Chief
John P. Stanney Financial Officer and Chief Accounting Officer)
/s/ Edgar Protiva
- ------------------------------ Director
Edgar Protiva
/s/ Eric V. Protiva
- ------------------------------ Director
Eric V. Protiva
/s/ Brian McCann
- ------------------------------ Director
Brian McCann
/s/ Anthony T. Castor, III
- ------------------------------ Director
Anthony T. Castor, III
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INDEX TO EXHIBITS
SUPER VISION INTERNATIONAL, INC.
Exhibit Number Description
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4.1 1994 Stock Option Plan, as amended and
restated.
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Greenberg Traurig, P.A. (included
in its opinion filed as Exhibit 5.1).
24 Power of Attorney (included in signature
page of this Registration Statement).
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