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As filed with the Securities and Exchange Commission on September 20, 1999
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LORONIX INFORMATION SYSTEMS, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 33-0248747
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
820 AIRPORT ROAD
DURANGO, COLORADO 81301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1999 NON-STATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JONATHAN C. LUPIA
CHIEF FINANCIAL OFFICER
LORONIX INFORMATION SYSTEMS, INC.
820 AIRPORT ROAD
DURANGO, COLORADO 81301
(970) 259-6161
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
HENRY P. MASSEY, JR., ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM MAXIMUM AMOUNT OF
SECURITIES AMOUNT OFFERING AGGREGATE REGISTRATION
TO BE TO BE PRICE OFFERING FEE
REGISTERED REGISTERED PER SHARE PRICE
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Common Stock
($0.001 par value) Options to be
issued under 1999 Non-Statutory 200,000(1) $9.10(2) $1,820,000(2) $505.96
Stock Option Plan.....................
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this registration statement on Form S-8 (the
"Registration Statement") is the number of shares authorized to be issued
under the 1999 Non-Statutory Stock Option Plan. A total of 200,000 shares
have been reserved for issuance under the 1999 Non-Statutory Stock Option
Plan, all of which are being registered hereby.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended ("the Securities Act") solely for the purpose of calculating
the registration fee. The price of $9.10 per share represents the
weighted average exercise price based on (i) the weighted average exercise
price of $8.421 per share for options to purchase a total of 81,000 shares
of Common Stock outstanding under the 1999 Non-Statutory Stock Option Plan
and (ii) $9.5625 per share (the average of the high and low prices
of the Common Stock as reported on the Nasdaq National Market on
September 16, 1999) for 119,000 shares of Common Stock reserved for
issuance thereunder. The price in (ii) of the preceding sentence is used
because the exercise price at which the options may be granted in the
future is not currently determinable.
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LORONIX INFORMATION SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) Loronix Information Systems, Inc.'s (the "Registrant") latest
annual report dated December 31, 1998 filed with the
Commission on March 26, 1999 pursuant to Section 13(a) under
the Exchange Act of 1934, as amended (the "Exchange Act")
which contains audited financial statements for the
Registrant's latest fiscal year ended December 31, 1998 for
which such statements have been filed.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999, filed on May 11, 1999 pursuant
to Section 13 of the Exchange Act.
The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999, filed on July 28, 1999 pursuant
to Section 13 of the Exchange Act.
(c) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated August
17, 1994, filed pursuant to Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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 part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Incorporation limit, to the maximum extent
permitted by Section 78.751 of Nevada General Corporation Law, the personal
liability of directors and officers for monetary damages for breach of their
fiduciary duties as directors or officers (other than liabilities arising from
acts or omissions which involve intentional misconduct, fraud or knowing
violations of law or the payment of distributions in violation of Section 78.300
of Nevada General Corporation Law). The Articles of Incorporation provide
further that the Registrant shall indemnify to the fullest extent permitted by
Nevada General Corporation Law any person made or threatened to be made a party
to an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate is or
was a director, officer, employee or agent of the Registrant or any predecessor
of the Registrant or serves or served at any other enterprise as a director,
officer, employee or agent at the request of the Registrant or any predecessor
to the Registrant. Subject to the Registrant's Restated Articles of
Incorporation, the Bylaws provide that the Registrant shall indemnify directors
and officers for all costs and expenses reasonably incurred by or imposed upon
him or her in connection with or resulting from any action, suit or proceeding
to which he may be made a party by reason of his being or having been a director
or officer of the Registrant, except in relation to matters as to which a
recovery shall be had against him by reason of his having been finally adjudged
in such action, suit or proceeding to have been derelict in the performance of
his duties as such director or officer.
The Registrant has entered into separate indemnification agreements
with its directors and officers. These agreements require the Registrant, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers (other than
liabilities arising from actions not taken in good faith or in a manner the
indemnitee believed to be opposed to the best interests of the Registrant) to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified and to obtain directors' liability insurance if
available on reasonable terms. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. The Registrant believes that its Restated Articles
of Incorporation and Bylaw provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DOCUMENT
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4.1 1999 Non-Statutory Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as
to legality of securities being registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (See Exhibit 5.1)
24.1 Power of Attorney (See Page II-6).
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 this Registration Statement or any material change to
such information 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.
(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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 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 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to Nevada General Corporation
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Law, the Restated Articles of Incorporation of the Registrant, the Bylaws of
the Registrant, Indemnification Agreements entered into between the
Registrant and its officers and directors, 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 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, as amended, the
Registrant, a corporation organized and existing under the laws of the State of
Nevada, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing the Registration Statement and has duly caused the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Durango, State of Colorado, on this 20th day of
September, 1999.
LORONIX INFORMATION SYSTEMS, INC.
By: /s/ Jonathan C. Lupia
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Jonathan C. Lupia
Chief Operating Officer, Chief Financial
Officer and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward Jankowski and Jonathan C. Lupia,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (the "Registration Statement"), and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ David T. Ledwell President and September 20, 1999
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(David T. Ledwell)
/s/ Jonathan C. Lupia Chief Operating Officer, Chief
- --------------------------- Financial Officer and Secretary September 20, 1999
(Jonathan C. Lupia)
/s/ Edward Jankowski Chairman of the Board September 20, 1999
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(Edward Jankowski)
/s/ Louis E. Colonna Director
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(Louis E. Colonna)
/s/ George M. Duffy Director September 20, 1999
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(George M. Duffy)
/s/ C. Rodney Wilger Director September 20, 1999
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(C. Rodney Wilger)
/s/ Don W. Stevens Director September 20, 1999
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(Don W. Stevens)
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