As Filed With the Securities and Exchange Commission on February 12, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
HELISYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4552813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24015 Garnier Street, Torrance, California 90505
(Address of Principal Executive Offices)
-------------------------
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
------------------------
Dave T. Okazaki
Chief Financial Officer
Helisys, Inc.
24015 Garnier Street
Torrance, California 90505
(Name and address of agent for service)
(310) 891-0600
(Telephone number, including area code, of agent for service)
Copy to:
Mark L. Skaist, Esq.
Stradling, Yocca, Carlson & Rauth, A Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(Facing page continued on next page)
This document contains 7 pages
Exhibit Index is on Page 5
(Facing page continued)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered(1) Per Share (2) Price(2) Registration Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value 1,000,000 shares $0.14 $140,000 $38.92
- ---------------------------------------------------------------------------------------------------------
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1995 Stock
Incentive Plan (the "Plan").
(2) The aggregate offering price for 1,000,000 shares of Common Stock
registered hereby, which are to be offered to the Registrant's employees
pursuant to the Plan, is estimated solely for the purpose of calculating
the registration fee, in accordance with Rule 457(h)(1), on the basis of
the price of securities of the same class as determined in accordance with
Rule 457(c), using the last trading price of the Common Stock of the
Registrant as reported on the OTC Bulletin Board on February 2, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-21189) are incorporated herein by reference.
Item 8. Exhibits.
--------
Exhibit
Number Description
- ------ -----------
4.1 1995 Stock Incentive Plan, incorporated by reference to Exhibit
10.1 to the Registrant's Registration Statement on Form SB-2
(Registration No. 33-99244-LA).
4.2 Amendment to Helisys, Inc. 1995 Stock Incentive Plan adopted
January 7, 1997, incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8 (Registration No.
333-21189).
4.3 Amendment No. 3 to Helisys, Inc. 1995 Stock Incentive Plan
adopted January 29, 1999.
5.1 Opinion of Stradling Yocca Carlson & Rauth.
23.1 Consent of Deloitte & Touche LLP, incorporated by reference to
the same numbered exhibit of The Company's Annual Report on Form
10-KSB for the fiscal year ended July 31, 1998, as filed with the
Securities and Exchange Commission on November 13, 1998.
23.2 Consent of Stonefield Josephson, Inc., incorporated by reference
to the same numbered exhibit of The Company's Annual Report on
Form 10-KSB for the fiscal year ended July 31, 1998, as filed
with the Securities and Exchange Commission on November 13, 1998.
24.1 Power of Attorney (included on the signature page to the
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 Torrance, State of California, on the 11th day of
February, 1999.
HELISYS, INC.
By: /S/ GARY S. MOSKOVITZ
---------------------
Gary S. Moskovitz
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Helisys, Inc., do hereby
constitute and appoint Gary Moskovitz or Dave T. Okazaki or either of them, as
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto or any related registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended; and we do hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ GARY S. MOSKOVITZ
_____________________________ President, Chief Executive Officer and February 11, 1999
Gary S. Moskovitz Director (Principal Executive Officer)
/s/ MICHAEL FEYGIN
_____________________________ Chairman, Chief Technical Officer and February 11, 1999
Michael Feygin Director
/s/ ROBERT CRANGLE
______________________________ Director February 11, 1999
Robert Crangle
/s/ GREGORY CHAMBERS
______________________________ Director February 11, 1999
Gregory Chambers
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 1995 Stock Incentive Plan, incorporated by reference to Exhibit
10.1 to the Registrant's Registration Statement on Form SB-2
(Registration No. 33-99244-LA).
4.2 Amendment to Helisys, Inc. 1995 Stock Incentive Plan adopted
January 7, 1997, incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8 (Registration No.
333-21189).
4.3 Amendment No. 2 to Helisys, Inc. 1995 Stock Incentive Plan
adopted February 4, 1998.
5.1 Opinion of Stradling Yocca Carlson & Rauth.
23.1 Consent of Deloitte & Touche LLP, incorporated by reference to
the same numbered exhibit of The Company's Annual Report on Form
10-KSB for the fiscal year ended July 31, 1998, as filed with the
Securities and Exchange Commission on November 13, 1998.
23.2 Consent of Stonefield Josephson, Inc., incorporated by reference
to the same numbered exhibit of The Company's Annual Report on
Form 10-KSB for the fiscal year ended July 31, 1998, as filed
with the Securities and Exchange Commission on November 13, 1998.
24.1 Power of Attorney (included on the signature page to the
Registration Statement).
- ----------------------------------------