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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 2001
REGISTRATION NO. 33-______________
UNITED STATES
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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SOLIGEN TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Wyoming 95-4440838
(State of Incorporation) (I.R.S. Employer Identification No.)
19408 Londelius Street
Northridge, California 91524
(Address of Principal Executive Office)
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Soligen Technologies, Inc.
1993 STOCK OPTION PLAN
(Full Title of the Plan)
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Yehoram Uziel, President
Soligen Technologies, Inc.
19408 Londelius St.
Northridge, CA 91524
(818) 718-1221
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1)(2) per share (3) offering price (3) registration fee
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Common Stock 1,500,000 $0.0775 $116,250 $29.06
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(1) The amount represents the number of shares issuable pursuant to the
1993 Stock Option Plan, as amended, in addition to the 3,490,000
shares previously registered on Registration Statement No. 33-97992,
the 1,500,000 shares previously registered on Registration Statement
No. 33-62255 and the 1,500,000 shares previously registered on
Registration Statement No. 33-46862.
(2) This Registration Statement shall also cover any additional shares
of Common Stock that become issuable under the 1993 Stock Option
Plan, as amended, as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock of
the Registrant.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
and is based on the average of the bid and asked price as of
September 26, 2001.
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Soligen Technologies, Inc.'s 1993 Stock Option Plan, as amended (the
"Plan") authorizes the issuance of 8,000,000 shares of the Common Stock of
Soligen Technologies, Inc. (the "Company") of which 1,500,000 shares are being
registered hereunder. A registration statement on Form S-8 registering 3,490,000
shares issuable under the Plan was filed by registrant on October 11, 1995 (File
No. 33-97992). A registration statement on Form S-8 registering 1,500,000 shares
was filed by the Company on August 26, 1998 (File No. 33-62255). Additionally, a
registration statement on Form S-8 registering 1,500,000 shares was filed by the
Company on September 28, 2000. As of September 1, 2001, options to purchase
6,380,250 shares of the Company's Common Stock were outstanding, 63,600 shares
of the Company's Common Stock had been issued upon exercise of the options
granted under the Plan, and options to purchase 1,556,150 shares of the
Company's Common Stock were available for future grants under the Plan. Subject
to the final paragraph of Item 3 of Part II of this Registration Statement, the
contents of the earlier registration statements are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of Soligen Technologies, Inc. (the "Registrant")
previously filed with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
March 31, 2001, as amended;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
March 31, 2001;
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10-SB (Reg. No. 1-12694) filed by the
Registrant on December 20, 1993, including all amendments and reports filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which 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
dates on which such documents are filed.
Any statement contained in this Registration Statement or a document
incorporated by reference herein shall be deemed superseded or modified for
purposes of this Registration Statement to the extent that a statement contained
herein, or a statement in any subsequently filed document that is also
incorporated by reference herein, modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Wyoming Business Corporation Act (the "Act") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director or officer who is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership joint venture, trust, employee benefit plan or other entity against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
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A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to reasonable expenses
(includes attorneys' fees) incurred in connection with a derivative
action and requires court approval before there can be indemnification where the
person seeking indemnification has been found liable on the basis that he
received a financial benefit to which he was not otherwise entitled.
The Act also provides that a corporation may indemnify a person who is
an officer, but not a director, to such extent as may be provided in the
corporation's articles, bylaws or by resolution except for derivative actions
(other than reasonable expenses incurred in such a proceeding) or liability
arising out of conduct that constitutes (i) receipt of a financial benefit to
which such officer is not entitled or (ii) an intended harm to the corporation
or its shareholders.
The Company's Bylaws contain an indemnification provision which
indemnifies a person made a party to any proceeding because such person is a
director, officer, employee or agent of the Company against liability if such
person conducted himself in good faith, reasonably believed his conduct was in
or not opposed to the best interest of the Company and in the case of a criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Bylaws also provide the Company with authority to advance reasonable expenses to
a person seeking indemnification if the individual provides a written
affirmation of his good faith belief that the foregoing standard of care was met
and a written undertaking to reimburse the advance if it is finally determined
that the person did not meet the standard of care.
ITEM 8. EXHIBITS
Exhibit
Number Description
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4.1 1993 Stock Option Plan
4.2 Form of Statutory Stock Option Agreement relating to 1993 Stock Option Plan
4.3 Form of Nonstatutory Stock Option Agreement relating to 1993 Stock Option Plan
4.4 Amendments to the 1993 Stock Option Plan
4.5 1997 Amendments to 1993 Stock Option Plan
4.6 2000 Amendment to 1993 Stock Option Plan
4.7 2001 Amendment to 1993 Stock Option Plan
5.1 Opinion of Garvey, Schubert & Barer regarding legality of the Common Stock
being registered
23.1 Independent Auditor's Consent
23.2 Consent of Garvey, Schubert & Barer (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney of Dr. Mark W. Dowley
24.2 Power of Attorney of David F. Hadley
24.3 Power of Attorney of Patrick J. Lavelle
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ITEM 9. UNDERTAKINGS
A. The undersigned 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.
(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 benefits 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.
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 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.
[Remainder of page intentionally left blank.]
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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 Northridge, State of California, on the 27th day of
September, 2001.
SOLIGEN TECHNOLOGIES, INC.
By: /s/ Yehoram Uziel
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Yehoram Uziel
Its: Chief Executive Officer, President, and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 27th day of September, 2001.
SIGNATURE TITLE
/s/ Yehoram Uziel Chief Executive Officer, President, Director
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Yehoram Uziel
/s/ Robert Kassel Chief Financial Officer
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Robert Kassel
*/s/ Dr. Mark W. Dowley Director
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Dr. Mark W. Dowley
*/s/ David F. Hadley Director
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David F. Hadley
*/s/ Patrick J. Lavelle Director
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Patrick J. Lavelle
*By /s/ Yehoram Uziel
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Yehoram Uziel, Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
Number Description Page
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4.1 Soligen Technologies, Inc. 1993 Stock Option Plan *
4.2 Form of Statutory Stock Option Agreement *
4.3 Form of Nonstatutory Stock Option Agreement *
4.4 Amendments to Soligen Technologies, Inc.
1993 Stock Option Plan **
4.5 1997 Amendments to 1993 Stock Option Plan ***
4.6 2000 Amendment to 1993 Stock Option Plan ****
4.7 2001 Amendment to 1993 Stock Option Plan 6
5.1 Opinion of Garvey, Schubert & Barer regarding legality of 7
the Common Stock being registered
23.1 Independent Auditor's Consent 8
23.2 Consent of Garvey, Schubert & Barer (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney of Dr. Mark W. Dowley 9
24.2 Power of Attorney of David F. Hadley 10
24.3 Power of Attorney of Patrick J. Lavelle 11
* Incorporated by reference to the Registration Statement on Form 10-SB
(Reg. No. 1-12694) filed by the Company on December 20, 1993.
** Incorporated by reference to the Registration Statement on Form S-8 (No.
33-97992) filed by the Company on October 11, 1995.
*** Incorporated by reference to the Registration Statement on Form S-8 (No.
33-62255) filed by the Company on August 26, 1998.
**** Incorporated by reference to the Registration Statement on Form S-8 (No.
33-46862) filed by the Company on September 28, 2000.
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