AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2000
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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DCH TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 2810 84-349374
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(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification Identification
Code) Number)
27811 AVENUE HOPKINS, #6
VALENCIA, CALIFORNIA 91355
(661) 775-8120
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
Option Agreement - Schlichtig
DAVID A. WALKER
PRESIDENT
DCH TECHNOLOGY, INC.
27811 AVENUE HOPKINS, #6
VALENCIA, CALIFORNIA 91355
(661) 775-8120
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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COPY TO:
CATHRYN S. GAWNE, ESQ.
SILICON VALLEY LAW GROUP
152 NORTH THIRD STREET, SUITE 900
SAN JOSE, CALIFORNIA 95112
(408) 286-6100
1
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE FEE
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Common Stock,
$.01 par value 15,000 shares $0.90 $13,500 $3.56
Total 15,000 shares $0.90 $13,500 $3.56
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I are
being separately provided to our consultants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by DCH Technology, Inc. ("DCH") with the
Securities and Exchange Commission are hereby incorporated by reference in this
registration statement:
(a) Our Registration Statement on Form 10-SB, filed with the Securities
and Exchange Commission (File No. 000-26957) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
containing audited financial statements for the year ended December
31, 1998.
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(b) All other reports filed by us with the Securities and Exchange
Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the effective date of the above-referenced Form 10-SB (August
12, 1999).
In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of our Bylaws require us to indemnify, to the fullest extent
allowed by the Colorado Business Corporation Act (the "CBCA"), any person who
serves or who has served at any time as a director or an officer of DCH, and any
director or officer who, at the request of us, serves or at any time has served
as a director, officer, partner, trustee, employee, or agent of any other
foreign or domestic corporation or of any partnership, joint venture, trust,
other enterprise or employee benefit plan, against any and all liabilities and
reasonable expenses incurred in connection with any claim, action, suit, or
proceeding to which such director or officer is made a party, or which may be
asserted against him, because he is or was a director or an officer. This
Article also provides that directors of DCH shall not be liable to us or any of
our shareholders for monetary damages caused by a breach of fiduciary duty as a
director.
Sections 7-109-102 and 103 of the CBCA authorize the indemnification of
directors and officers against liability incurred by reason of being a director
or officer and against expenses (including attorney's fees) judgments, fines and
amounts paid in settlement and reasonably incurred in connection with any action
seeking to establish such liability, in the case of third-party claims, if the
officer or director acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and in the
case of actions by or in the right of the corporation, if the officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interest of the corporation and if such officer or
director shall not have been adjudged liable to the corporation, unless a court
otherwise determines. Indemnification is also authorized with respect to any
criminal action or proceeding where the officer or director had no reasonable
cause to believe his conduct was unlawful.
The above discussion of our Bylaws and the CBCA is only a summary and is
qualified in our entirety by the full text of each of the foregoing.
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Directors and officers of DCH and its subsidiaries are covered by an
insurance policy that insures them against certain losses, liabilities and
expenses. The annual aggregate liability limit under the policy is
$2,000,000. The policy contains numerous exclusions, including exclusions for
personal profit, libel and slander and certain environmental liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares of Common Stock being registered pursuant to this
Registration Statement on Form S-8 were issued by us to a consultant, Roger
Schlichtig, pursuant to the terms and conditions of an option agreement between
Mr. Schlichtig and us. The consulting services involved the design of
electronic assemblies for our sensor and fuel cell products. This issuance was
made in a transaction not involving a public offering in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended, and was made without general solicitation or advertising. The
consultant is a sophisticated investor with access to all relevant information
necessary to evaluate the investment, and who represented to us that the shares
of Common Stock were being acquired for investment.
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of this registration statement:
Exhibit Number Description of Exhibit
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5.1 Opinion of Silicon Valley Law Group.
10.1 Option Agreement, dated December 31, 1999, between DCH and Roger
Schlichtig.
23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1)
23.2 Consent of Lucas, Horsfall, Murphy & Pindroh
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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 to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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 Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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
Securities Act of 1933 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 Valencia, State of California, on February 1, 2000.
DCH TECHNOLOGY, INC.
By: /s/ David A. Walker
_________________________
David A. Walker
President
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
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/s/ David A. Walker President February 1, 2000
- ---------------------- and Director
David A. Walker (principal executive and
accounting officer)
/s/ David P. Haberman Vice President, Planning February 1, 2000
- ---------------------- and Technology and Director
David P. Haberman
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/s/ Randall S. Firestone Director February 1, 2000
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Randall S. Firestone
/s/ Dr. William L. Firestone Director February 1, 2000
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Dr. William L. Firestone
/s/ Daniel Teran Director February 1, 2000
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Daniel Teran
/s/ Robert S. Walker Director February 1, 2000
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Robert S. Walker
/s/ Raymond N. Winkel Director February 1, 2000
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Raymond N. Winkel
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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5.1 Opinion of Silicon Valley Law Group
10.1 Option Agreement, dated December 31, 1999, between DCH and Roger
Schlichtig.
23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1)
23.2 Consent of Lucas, Horsfall, Murphy & Pindroh
8