As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-
_____________________________________________________________________________
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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LUMISYS INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware 77-0133232
(State of Incorporation) (I.R.S. Employer Identification No.)
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225 Humboldt Court
Sunnyvale, CA 94089
(408) 733-6565
(Address of principal executive offices)
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1995 STOCK OPTION PLAN
(Full title of the plans)
Craig L. Klosterman
Chief Financial and Operating Officer
Lumisys Incorporated
225 Humboldt Court
Sunnyvale, CA 94089
(408) 733-6565
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Andrei M. Manoliu, Esq.
Lana K. Hawkins, Esq.
Cooley Godward LLP
Five Palo Alto Square
Palo Alto, CA 94306
(415) 843-5000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amoount of
Securities be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price(1) Fee
- ----------------- ---------- -------------- ----------------- ----------
Stock options and 200,000 $6.94 $1,388,000 $420.60
Common Stock (par
value $.001)
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the closing price of Registrant's
Common Stock on June 24, 1997 as reported on the NASDAQ National Market
System.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-80253
The contents of Registration Statement on Form S-8 No. 33-80253 filed with the
Securities and Exchange Commission on December 11, 1995 are incorporated by
reference herein.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Price Waterhouse 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 page.
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 Sunnyvale, State of California, as of June 27, 1997.
LUMISYS INCORPORATED
/s/ Craig L. Klosterman
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Craig L. Klosterman
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen J. Weiss and Craig L. Klosterman 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.
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/ Stephen J. Weiss President, Chief Executive Officer June 27, 1997
- --------------------------- and Director
Stephen J. Weiss (Principal Executive Officer)
/s/Craig L. Klosterman Chief Financial Officer and June 27, 1997
- --------------------------- Operating Officer
Craig L. Klosterman (Principal Financial Officer)
/s/Douglas G. DeVivo, Ph.D. Chairman of the Board June 27, 1997
- ---------------------------
Douglas G. DeVivo, Ph.D.
/s/C. Richard Kramlich Director June 27, 1997
- ---------------------------
C. Richard Kramlich
/s/Matthew D. Miller, Ph.D. Director June 27, 1997
- ---------------------------
Matthew D. Miller, Ph.D.
/s/Austin E. Vanchieri Director June 27, 1997
- ---------------------------
Austin E. Vanchieri
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Price Waterhouse 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 page.
EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
ANDREI M. MANOLIU
415 843-5048
manoliuam@cooley.com
June 27, 1997
Lumisys Incorporated
225 Humboldt Court
Sunnyvale, CA 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Lumisys Incorporated (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 200,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1995
Stock Option Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where
due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable
when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Andrei M. Manoliu
- ----------------------
Andrei M. Manoliu
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in this Registration
Form S-8 of our report dated January 22, 1997, which appears on page 19 of the
1996 Annual Report to Shareholders of Lumisys Incorporated, which is
incorporated by reference in Lumisys Incorporated's Annual Report on Form
10-K for the year ended December 31, 1996. We also consent to the incorporation
by reference of our report on the Financial Statement Schedules, which appears
on page 19 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
- ---------------------------
Price Waterhouse LLP
San Jose, California
June 27, 1997