-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0QaJJp+hXWKEcS8jfa3LoHZ7g9Y3J6SbvpYNCzpxbHeSBtXa3yPZ01uV5XIZXpD LPn8cDbefkwOoH3pHdtP0Q== 0000892569-01-501210.txt : 20020412 0000892569-01-501210.hdr.sgml : 20020412 ACCESSION NUMBER: 0000892569-01-501210 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011130 EFFECTIVENESS DATE: 20011130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINTRONIX INC CENTRAL INDEX KEY: 0000311505 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 952903992 STATE OF INCORPORATION: DE FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74260 FILM NUMBER: 1804051 BUSINESS ADDRESS: STREET 1: 14600 MYFORD ROAD STREET 2: P O BOX 19559 CITY: IRVINE STATE: CA ZIP: 92606 BUSINESS PHONE: 7143682300 MAIL ADDRESS: STREET 1: 14600 MYFORD ROAD STREET 2: PO BOX 19559 CITY: IRVINE STATE: CA ZIP: 92606 S-8 1 a77548s-8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2001 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- PRINTRONIX, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-2903992 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 14600 MYFORD ROAD IRVINE, CALIFORNIA 92606 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ---------------------- PRINTRONIX, INC. 1994 STOCK INCENTIVE PLAN (FULL TITLE OF THE PLAN) ---------------------- ROBERT A. KLEIST COPY TO: PRINTRONIX, INC. MICHAEL S. HARRIS 14600 MYFORD ROAD KIRSHMAN, HARRIS & BRANTON IRVINE, CALIFORNIA 92606 A PROFESSIONAL CORPORATION (NAME AND ADDRESS OF 315 S. BEVERLY DRIVE AGENT FOR SERVICE) SUITE 315 (714) 368-2300 BEVERLY HILLS, CALIFORNIA 90212 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE TITLE OF PROPOSED SECURITIES AMOUNT PROPOSED MAXIMUM TO BE TO BE MAXIMUM AGGREGATE AMOUNT OF REGISTERED REGISTERED OFFERING PRICE OFFERING REGISTRATION FEE (1) PER SHARE (2) PRICE (2) FEE - ---------------------------- ---------- -------------- ---------- ------------ Common Stock, $.01 par value 500,000 $ 9.40 $4,700,000 $1,123.30
(1) In accordance with Rule 416, this Registration Statement also covers such additional number of shares as may become issuable pursuant to the antidilution provisions of the 1994 Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c), based on the average of the high and low prices for such stock as reported on November 26, 2001 by the NASDAQ National Market System. This Registration Statement on Form S-8 is filed by Printronix, Inc. (the "Company") relating to 500,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock") issuable to officers, directors, key employees and consultants of the Company under the Printronix, Inc. 1994 Stock Incentive Plan (the "Plan"). The shares to be registered are in addition to shares previously registered pursuant to Registration Nos. 33-83156 and 333-92791, which registration statements are hereby incorporated by reference pursuant to General Instruction E to Form S-8. The total number of shares of the Plan now registered is 2,625,000 comprised of 2,125,000 shares previously registered plus the 500,000 shares registered hereby. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS 4.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's annual report on Form 10-K for the fiscal year ended March 27, 1998). 4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's annual report on Form 10-K for the fiscal year ended March 31, 1989 and to Exhibit 3.2a to the Company's annual report on Form 10-K for the fiscal year ended March 26, 1999). 4.3 Amended and Restated Rights Agreement, dated as of April 4, 1999 between Printronix, Inc. and ChaseMellon Shareholder Services, L.L.C., including the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A and B, respectively (incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A/A filed on or about May 7, 1999). 5 Opinion of Kirshman, Harris & Branton. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Kirshman & Harris (contained in Exhibit 5). 24 Power of Attorney (contained on signature page)
2 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 Irvine, State of California on November 20, 2001. PRINTRONIX, INC. By: ROBERT A. KLEIST -------------------------------------- Robert A. Kleist President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature follows constitutes and appoints ROBERT A. KLEIST and GEORGE L. HARWOOD, and each of them, individually, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including 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, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully 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 dates indicated.
Signature Title Date - -------------------- ---------------------------------- ----------------- ROBERT A. KLEIST President, Chief Executive Officer November 20, 2001 - -------------------- and Director (Principal Executive Robert A. Kleist Officer) GEORGE L. HARWOOD Sr. Vice President - Finance November 20, 2001 - -------------------- (Principal Accounting Officer) George L. Harwood BRUCE T. COLEMAN Director November 20, 2001 - -------------------- Bruce T. Coleman JOHN R. DOUGERY Director November 20, 2001 - -------------------- John R. Dougery
3
Signature Title Date - -------------------- ---------------------------------- ----------------- CHRIS HALLIWELL Director November 20, 2001 - -------------------- Chris Halliwell ERWIN A. KELEN Director November 20, 2001 - -------------------- Erwin A. Kelen
4 EXHIBIT INDEX
EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE - ------ ----------- ------------- 4.1 Certificate of Incorporation of the Company ...................... * 4.2 Bylaws of the Company ............................................ * 4.3 Amended and Restated Rights Agreement ............................ * 5 Opinion of Kirshman, Harris & Branton ............................ 5 23.1 Consent of Arthur Andersen LLP ................................... 6 23.2 Consent of Kirshman, Harris & Branton (see Exhibit 5) ............ 5 24 Power of Attorney (contained on signature page) .................. 3
- ------------- * Incorporated by reference. See sequentially numbered page 2. 5 EX-5 3 a77548ex5.txt EXHIBIT 5 EXHIBIT 5 [Letterhead] Tuesday, November 20, 2001 Printronix, Inc. 14600 Myford Road P.O. Box 19559 Irvine, California 92623-9559 Re: Form S-8 Registration Statement Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission to register an aggregate of 500,000 shares of common stock, $.01 par value (the "Common Stock") of Printronix, Inc., a Delaware corporation (the "Company") to be issued pursuant to the Company's 1994 Stock Incentive Plan (the "Plan"). In rendering this opinion, we have made such inquiries and examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, certificates, instruments and other documents as we have considered necessary or appropriate for purposes of this opinion. For the purposes of our examination, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us. We have examined the proceedings heretofore taken and are familiar with the procedures proposed to be taken by the Company in connection with the authorization, issuance and sale of the Common Stock. On the basis of and relying upon the foregoing examination and assumptions, we are of the opinion that the shares of Common Stock issuable pursuant to the Plan, when issued and paid for in accordance with the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable. This opinion is limited to the present law of the State of Delaware, to the present federal laws of the United States and to the present judicial interpretations thereof and to the facts as they presently exist. No opinion is expressed by us as to the effect of the laws of any other jurisdiction or as to matters of conflict or choice of law. We undertake no obligation to advise you as a result of developments occurring after the date hereof or as a result of facts or circumstances brought to our attention after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, KIRSHMAN, HARRIS & BRANTON 6 EX-23.1 4 a77548ex23-1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated April 27, 2001 (except with respect to the matters discussed in Note 11, as to which the date is June 15, 2001) incorporated by reference in Printronix, Inc.'s Form 10-K for the year ended March 30, 2001 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Orange County, California November 28, 2001 7 -----END PRIVACY-ENHANCED MESSAGE-----