As filed with the Securities and Exchange Commission on February 25, 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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MICROELECTRONIC PACKAGING, INC.
(Exact name of registrant as specified in its charter)
California 94-3142624
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
9577 Chesapeake Drive, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)
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MICROELECTRONIC PACKAGING, INC.
1993 Stock Option/Stock Issuance Plan
(Full title of the plan)
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Andrew Wrobel
President and Chief Executive Officer
MICROELECTRONIC PACKAGING, INC.
9577 Chesapeake Drive, San Diego, CA 92123
(Name and address of agent for service)
(619) 292-7000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
- ------------- ------------- ------------ ------------- ------------
Common Stock, 4,000,000 $0.52 $2,080,000.00 $613.60
no par value
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1993 Stock Option/Stock Issuance
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low selling prices per share of Common Stock of Microelectronic Packaging, Inc.
on February 19, 1998 as reported by the OTC Bulletin Board.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
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Microelectronic Packaging, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
a. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on April 15, 1997,
together with the amendments thereto on Forms 10K/A, filed with the
Commission on June 23, 1997 and June 27, 1997;
b. The Registrant's Quarterly Reports on Forms 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997,
filed with the Commission on May 15, 1997, August 14, 1997 and
November 12, 1997, respectively;
c. The Company's Current Reports on Forms 8-K, filed with the Commission
on January 15, 1997, March 14, 1997 and July 23, 1997, respectively;
and
d. The Registrant's Registration Statement No. 0-23562 on Form 8-A filed
with the Commission on March 3, 1994, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 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 into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
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 subsequently filed document which also 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
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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The California General Corporation Law provides that directors
will not be personally liable to the Registrant for monetary damages arising
from a breach of their fiduciary duty to the Registrant as directors, including
such conduct during a merger or tender offer, in certain circumstances. Such
limitation does not affect liability for any breach of a director's duty to the
Registrant or its shareholders (i) with respect to approval by the director of
any transaction from which he or she derives an improper personal benefit, (ii)
with respect to acts or omissions involving an absence of good faith, that he or
she believes to be contrary to the best interests of the Registrant or its
shareholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern of inattention that
amounts to an abdication of his or her duty to the Registrant or its
shareholders, or that show a reckless disregard for his or her duty to the
Registrant or its shareholders in circumstances in which he
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or she was, or should have been aware, in the ordinary course of performing his
or her duties, or a risk of serious injury to the Registrant or its
shareholders, or (iii) based on transactions between the Registrant and its
directors or another corporation with interrelated directors or on improper
distributions, loans, or guarantees under applicable sections of the California
Corporations Code. Such limitations of liability also do not affect the
availability of equitable remedies such as injunctive relief or rescission,
although in certain circumstances equitable relief may not be available as a
practical matter. The limitation may relieve the directors of monetary liability
to the Registrant for grossly negligent conduct, including conduct in situations
involving attempted takeovers of the Registrant. No claim or litigation is
currently pending against the Registrant's directors that would be affected by
the limitation of liability.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "1933 Act").
Article IX of the Amended and Restated Articles of Incorporation of the
Registrant and Article VI, Section 4 of the Registrant's Bylaws provide for
indemnification of its directors and officers and other agents to the maximum
extent permitted by the California Corporations Code. The Second Amended and
Restated Registration Rights Agreement, Waiver Agreement and Conversion
Agreement also provides for indemnification by the Registrant in favor of the
shareholders against certain liabilities, including liabilities arising under
the securities laws. The Registrant also maintains insurance for the benefit of
its directors and officers that insures such persons against certain
liabilities, including liabilities under the securities laws. The Registrant has
entered into an indemnification agreement with each of its directors and
officers whereby the Registrant will reimburse its directors and officers
against certain liabilities, including liabilities arising under the securities
laws.
Item 7. Exemption from Registration Claimed
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Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Shareholders. Reference is made
to Registrant's Registration Statement No. 0-23562 on Form 8-A,
which is incorporated herein by reference pursuant to Item 3(d).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - BDO Seidman, LLP.
23.2 Consent of Independent Accountants - Price Waterhouse LLP.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1993 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.5 Form of Notice of Grant of Stock Option (Non-Employee Director
Automatic Grant).
99.6 Form of Stock Option Agreement (Non-Employee Director Automatic
Grant).
99.7 Form of Stock Issuance Agreement.
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Item 9. Undertakings.
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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 (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) 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; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
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the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act, each such 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; and (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 Registrant's 1993 Stock Option/Stock
Issuance Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 Act 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 1933 Act, 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, 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 this 24th
of February 1998.
MICROELECTRONIC PACKAGING, INC.
By /s/ ANDREW WROBEL
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Andrew Wrobel
President and Chief Executive Officer,
Director
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Microelectronic
Packaging, Inc., a California corporation, do hereby constitute and appoint
Andrew Wrobel and Denis J. Trafecanty, and each of them, the lawful attorneys
and agents, with full power of substitution and resubstitution, with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Commission in connection with this Registration Statement.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ ANDREW WROBEL President and February 24, 1998
- ----------------------- Chief Executive
Andrew Wrobel Officer, Director
(Principal Executive
Officer)
/s/ DENIS J. TRAFECANTY Senior Vice President, February 24, 1998
- ----------------------- Chief Financial Officer
Denis J. Trafecanty and Secretary
(Principal Financial and
Accounting Officer)
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Signatures Title Date
- ---------- ----- ----
/s/ LEWIS SOLOMAN Chairman of the Board February 24, 1998
- ---------------------- of Directors
Lewis Solomon
/s/ FRANK L. HOWLAND Director February 24, 1998
- ----------------------
Frank L. Howland
/s/ ANTHONY J.A. BRYAN Director February 24, 1998
- ----------------------
Anthony J.A. Bryan
/s/ GARY S. STEIN Director February 24, 1998
- ----------------------
Gary S. Stein
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EXHIBIT INDEX
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Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Shareholders. Reference is
made to Registrant's Registration Statement No. 0-23562 on
Form 8-A, which is incorporated herein by reference pursuant
to Item 3(d).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - BDO Seidman, LLP.
23.2 Consent of Independent Accountants - Price Waterhouse LLP.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1993 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.5 Form of Notice of Grant of Stock Option (Non-Employee
Director Automatic Grant).
99.6 Form of Stock Option Agreement (Non-Employee Director
Automatic Grant).
99.7 Form of Stock Issuance Agreement.