As filed with the Securities and Exchange Commission on December 2, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MELTRONIX, INC.
(Formerly MICROELECTRONIC PACKAGING, INC.)
(Exact name of registrant as specified in its charter)
California 94-3142624
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9577 Chesapeake Drive, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)
_______________
1993 Stock Option/Stock Issuance Plan
(Full title of the plan)
_______________
Andrew Wrobel
President and Chief Executive Officer
MELTRONIX, INC.
9577 Chesapeake Drive, San Diego, CA 92123
(Name and address of agent for service)
(858) 292-7000
(Telephone number, including area code, of agent for service)
_______________
Copies to:
Timothy J. Fitzpatrick, Esq.
Fisher Thurber LLP
4225 Executive Square, Suite 1600
La Jolla, CA 92037
(858) 535-9400
CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price per Aggregate Amount of
be Registered Registered/(1)/ Share/(2)/ Offering Price/(2)/ Registration Fee
- ---------------------------------------------------------------------------------------------------
Common Stock, no
par value 2,309,368 $ 0.625 $ 1,443,355 $ 381.05
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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
Meltronix, Inc. on November 26, 1999 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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Meltronix, 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. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998, filed with the Commission on April 15, 1999, together with the amendment
thereto on Form 10K/A, filed with the Commission on September 21, 1999;
b. Our Quarterly Reports on Forms 10-Q for the fiscal quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999, filed with the Commission
on May 14, 1999, August 16, 1999 and September 21, 1999, respectively, together
with the amendments thereto on Forms 10-Q/A for both the March 31, 1999 and June
30, 1999 quarters filed on September 21, 1999;
c. All other documents filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), since the end of the
1998 fiscal year covered by the Annual Reports referred to in (a) above; and
d. Our 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 our 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 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
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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 us for monetary damages arising from a breach of
their fiduciary duty to us 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 us or our 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 us or our 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 us or our shareholders, or that show a reckless disregard for his or her
duty to us or our shareholders in circumstances in which he or she was, or
should have been aware, in the ordinary course of performing his or her duties,
of a risk of serious injury to us or our shareholders, or (iii) based on
transactions between us and our 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 us for grossly negligent conduct,
including conduct in situations involving attempted takeovers. No claim or
litigation is currently pending against our 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").
Our Amended and Restated Articles of Incorporation and our Bylaws provide for
indemnification of our directors and officers and other agents to the maximum
extent permitted by the California Corporations Code. We also maintain
insurance for the benefit of our directors and officers that insures such
persons against certain liabilities, including liabilities under the securities
laws. We have entered into an indemnification agreement with all of our
directors and officers whereby we will reimburse our 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.
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Item 8. Exhibits.
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Exhibit Number Exhibit
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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 Fisher Thurber LLP.
23.1 Consent of Independent Auditors - BDO Seidman, LLP.
23.2 Consent of Fisher Thurber LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
99.1 1993 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option./(1)/
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections)./(1)/
99.5 Form of Notice of Grant of Stock Option (Non-Employee
Director Automatic Grant)./(1)/
99.6 Form of Stock Option Agreement (Non-Employee Director
Automatic Grant)./(1)/
99.7 Form of Stock Issuance Agreement./(1)/
__________________
(1) Incorporated by reference to the exhibit bearing the same number filed
with the Registrant's Registration Statement on Form S-8 filed on
February 25, 1998.
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
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
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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.
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 29th of
November, 1999.
MELTRONIX, INC.
By: /s/ ANDREW WROBEL
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Andrew Wrobel, President and Chief Executive
Officer, Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Meltronix, 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 Chief Executive November 29, 1999
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Andrew Wrobel Executive Officer, Director
(Principal Executive Officer)
/s/ DENIS J. TRAFECANTY Senior Vice President, Chief November 29, 1999
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Denis J. Trafecanty Financial Officer and
Secretary (Principal Financial
and Accounting Officer)
/s/ WONG LIN HONG Chairman of the Board November 30, 1999
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Wong Lin Hong of Directors
/s/ FRANK L. HOWLAND Director November 25, 1999
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Frank L. Howland
/s/ ANTHONY J.A. BRYAN Director November 30, 1999
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Anthony J.A. Bryan
/s/ WALDEMAR HEEB Director November 24, 1999
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Waldemar Heeb
/s/ JAMES WARING Director November 29, 1999
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James Waring
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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 Fisher Thurber LLP.
23.1 Consent of Independent Auditors - BDO Seidman, LLP.
23.2 Consent of Fisher Thurber LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
99.1 1993 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option./(1)/
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections)./(1)/
99.5 Form of Notice of Grant of Stock Option (Non-Employee
Director Automatic Grant)./(1)/
99.6 Form of Stock Option Agreement (Non-Employee Director
Automatic Grant)./(1)/
99.7 Form of Stock Issuance Agreement./(1)/
___________________
(1) Incorporated by reference to the exhibit bearing the same number filed
with the Registrant's Registration Statement on Form S-8 filed on
February 25, 1998.
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