As filed with the Securities and Exchange Commission on June 23, 1998
REGISTRATION NO. 333-40323
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
THRUSTMASTER, INC.
(Exact name of Registrant as specified in its charter)
OREGON 93-1040330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7175 N.W. EVERGREEN PARKWAY, #400
HILLSBORO, OREGON 97124-5839
(Address of principal executive offices) (Zip code)
1998 STOCK OPTION PLAN
(Full title of the plan)
STEPHEN A. AANDERUD, PRESIDENT
7175 N.W. EVERGREEN PARKWAY, #400
HILLSBORO, OREGON 97124-5839
(503) 615-3200
(Name, address and telephone number of agent for service)
______________________
Copies to:
DAVID S. MATHESON
PERKINS COIE LLP
1211 S.W. FIFTH AVENUE, SUITE 1500
PORTLAND, OREGON 97204-3715
______________________
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(2) PRICE(2) FEE
___________________________________________________________________________________________________________
Common Stock, no par
value 1,000,000 $ 7.375 $7,375,000.00 $2,175.63
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant
to the 1998 Stock Option Plan as the result of any future stock split,
stock dividend or similar adjustment of the outstanding Common Stock of
the Registrant.
(2) Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended,
solely for the purpose of calculating the amount of the registration fee.
The price per share is estimated to be $7.375, based on the average of
the high sales price ($7.625) and low sales price ($7.125) for the
Registrant's Common Stock as reported on the Nasdaq National Market on
June 16, 1998.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Securities and Exchange Commission (the
"Commission") on March 26, 1998;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on February
8, 1995, under Section 12(g) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
Any document filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment that indicates that the securities offered
hereby have been sold or that deregisters the securities covered hereby then
remaining unsold shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the
respective date on which such document is filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation, the Registrant is subject to the Oregon Business
Corporation Act ("OBCA"). Pursuant to Section 60.047(2)(d) of the OBCA,
Article X of the Registrant's Articles of Incorporation, as amended (the
"Articles"), eliminates the liability of the Registrant's directors to the
Registrant or its shareholders, except for any liability related to (i) any
breach of the duty of loyalty to the Registrant or its shareholders; (ii) acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) any distribution that is unlawful under the
OBCA; or (iv) any transaction from which the director derived an improper
personal benefit.
Sections 60.391 and 60.407(2) of the OBCA allow corporations to indemnify
their directors and officers, respectively, against liability where the director
or officer has acted in good faith and with a reasonable belief that actions
taken were in the best interests of the corporation or at least not opposed to
the corporation's best interests and, if in a criminal proceeding, the
individual had no reasonable cause to believe the conduct in question was
unlawful. Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation or for any
improper personal benefit in which the director or officer was adjudged liable
to the corporation. Sections 60.394 and 60.407(1) of the OBCA mandate
indemnification of directors and officers, respectively, for all reasonable
expenses incurred in the successful defense of any claim made or threatened,
whether or not such claim was by or in the right of the corporation. Finally,
pursuant to the Sections 60.401 and 60.407(1) of the OBCA, a court may order
indemnification in view of all the relevant circumstances, whether or not the
director or officer met the good-faith and reasonable belief standards of
conduct set out in Section 60.391 of the OBCA or was adjudged liable to the
corporation.
Section 60.414 of the OBCA also provides that the statutory indemnification
provisions are not deemed exclusive of any other rights to which directors or
officers may be entitled under a corporation's articles of incorporation or
bylaws, any agreement, general or specific action of the board of directors,
vote of shareholders or otherwise.
The Registrant's Amended and Restated Bylaws require indemnification of
directors and officers of the Registrant to the fullest extent not prohibited by
law.
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Item 8. EXHIBITS
Exhibit
Number Description
- --------------- ----------------------------------------------------------
4.1 Form of Stock Certificate (1)
4.2 Articles of Incorporation (2)
5.3 Bylaws (3)
5.1 Opinion of Perkins Coie LLP regarding legality of the
Common Stock being registered
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Perkins Coie LLP (included in its Opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 1998 Stock Option Plan
(1) Incorporated herein by reference to exhibit 4.3 to the Registration
Statement on SEC Form SB-2 filed with the Securities Exchange Commission
on January 5, 1995, as amended on February 7, 1995 and February 24, 1995.
(2) Incorporated herein by reference to exhibit 3.1 to the Registration
Statement on SEC Form SB-2 filed with the Securities Exchange Commission
on January 5, 1995, as amended on February 7, 1995 and February 24, 1995.
(3) Incorporated herein by reference to exhibit 3.2 to the Company's 1996
Annual Report on SEC Form 10-K filed with the Securities Exchange
Commission on March 25, 1997.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
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(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
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C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities 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 Hillsboro, State of Oregon, on June 19, 1998.
THRUSTMASTER, INC.
By /s/ STEPHEN A. AANDERUD
----------------------------------------
Stephen A. Aanderud
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stephen A. Aanderud and Allen Robison, and each of them, as true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, to sign in the name and on behalf of such person,
individually and in each capacity stated below, any or all amendments
(including pre-effective and 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.
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 indicated on June 19, 1998.
/s/ C. NORMAN WINNINGSTAD Chairman of the Board
---------------------------
C. Norman Winningstad
/s/ STEPHEN A. AANDERUD Director, President and Chief Executive
--------------------------- Officer (principal executive officer)
Stephen A. Aanderud
/s/ ALLEN ROBISON Comptroller and Acting Principal
--------------------------- Financial and Accounting Officer
Allen Robison
/s/ ROBERT L. CARTER Director
---------------------------
Robert L. Carter
/s/ GRAHAM E. DORLAND Director
---------------------------
Graham E. Dorland
/s/ MERRILL A. McPEAK Director
---------------------------
Merrill A. McPeak
/s/ G. GERALD PRATT Director
---------------------------
G. Gerald Pratt
/s/ MILTON R. SMITH Director
---------------------------
Milton R. Smith
/s/ FREDERICK M. STEVENS Director
---------------------------
Frederick M. Stevens
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INDEX TO EXHIBITS
Exhibit
Number Description
- --------------- ----------------------------------------------------------
4.1 Form of Stock Certificate (1)
4.2 Articles of Incorporation (2)
5.3 Bylaws (3)
5.1 Opinion of Perkins Coie LLP regarding legality of the
Common Stock being registered
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Perkins Coie LLP (included in its Opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 1998 Stock Option Plan
(1) Incorporated herein by reference to exhibit 4.3 to the Registration
Statement on SEC Form SB-2 filed with the Securities Exchange Commission
on January 5, 1995, as amended on February 7, 1995 and February 24, 1995.
(2) Incorporated herein by reference to exhibit 3.1 to the Registration
Statement on SEC Form SB-2 filed with the Securities Exchange Commission
on January 5, 1995, as amended on February 7, 1995 and February 24, 1995.
(3) Incorporated herein by reference to exhibit 3.2 to the Company's 1996
Annual Report on SEC Form 10-K filed with the Securities Exchange
Commission on March 25, 1997.