-----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, A4qdCNAsClrWWFcMajCLMSIxR68GPZXeqN1GtcF+t3TF8aAJ5z4PvpncKdXY+g6n DYnHKLkzDkgDpXFFOjF3RA== 0000897101-99-000852.txt : 19990817 0000897101-99-000852.hdr.sgml : 19990817 ACCESSION NUMBER: 0000897101-99-000852 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990816 EFFECTIVENESS DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYBEROPTICS CORP CENTRAL INDEX KEY: 0000768411 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 411472057 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85321 FILM NUMBER: 99693685 BUSINESS ADDRESS: STREET 1: 5900 GOLDEN HILLS DR CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 6125425000 S-8 1 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------- CYBEROPTICS CORPORATION (Exact name of issuer as specified in its charter) Minnesota 41-1472057 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5900 Golden Hills Drive Golden Valley, Minnesota 55416 (Address of Principal Executive Offices) (Zip Code) CYBEROPTICS CORPORATION 1992 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ---------- Steven M. Quist Copy to: President Thomas Martin CyberOptics Corporation Dorsey & Whitney LLP 5900 Golden Hills Drive 220 South Sixth Street Golden Valley, Minnesota 55416 Minneapolis, MN 55402 (Name and address of agent for service) (612) 542-5000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered(1) Per Share(2) Offering Price(2) Fee - -------------------------------------------------------------------------------- Common Stock no par value 200,000 $16.53 $3,306,250 $920 ================================================================================ (1) The number of shares being registered represents 200,000 additional shares of Common Stock which may be issued pursuant to the CyberOptics Corporation 1992 Employee Stock Purchase Plan, in addition to shares previously registered. (2) Estimated solely for the purpose of determining the registration fee. The proposed maximum offering price is based upon the average of the high and low selling prices of the Common Stock quoted on NASDAQ NMS for August 9, 1999. Pursuant to General Instruction E of the General Instructions to the Form S-8, this Registration Statement incorporates by reference the Registrant's Registration Statement on Form S-8 filed August 5, 1992 (No. 33-50510). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit Number Description 5 Opinion of Dorsey & Whitney LLP. 24.1 Consent of PricewaterhouseCoopers LLP. 24.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above). 25 Power of Attorney (included in the signature page to this Registration Statement). 1 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 Minneapolis, State of Minnesota, on this 12th day of August, 1999. CYBEROPTICS CORPORATION By: /s/ STEVEN M. QUIST ------------------- Steven M. Quist, President POWER OF ATTORNEY The officers and directors of CyberOptics Corporation, whose signatures appear below, hereby constitute and appoint Steven K. Case and Steven M. Quist, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute on behalf of the undersigned, any amendment or amendments to this Registration Statement of CyberOptics Corporation, and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. 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: Name Title ---- ----- /s/ STEVEN K.CASE Chairman and Director August 13, 1999 ----------------- Steven K. Case (PRINCIPAL EXECUTIVE OFFICER) /s/ STEVEN M. QUIST President and Director August 13, 1999 - ------------------------------ Steven M. Quist /s/ RICHARD BALLINTINE Vice President-Finance August 13, 1999 - ------------------------------ Richard Ballintine (PRINCIPAL ACCOUNTING OFFICER) /s/ ALEX B. CIMOCHOWSKI Director August 13, 1999 - ------------------------------ Alex B. Cimochowski /s/ ERWIN A. KELEN Director August 13, 1999 - ------------------------------ Erwin A. Kelen /s/ IRENE M. QUALTERS Director August 13, 1999 - ------------------------------ Irene M. Qualters /s/ MICHAEL M. SELZER, JR. Director August 13, 1999 - ------------------------------ Michael M. Selzer, Jr. 2 EXHIBIT INDEX Exhibit Number Description Page 5 Opinion of Dorsey & Whitney LLP. 4 24.1 Consent of PricewaterhouseCoopers LLP. 5 24.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above). 25 Powers of Attorney (included in the signature page to this Registration Statement) 3 EX-5 2 OPINION OF DORSEY & WHITNEY LLP Exhibit 5 CyberOptics Corporation 5900 Golden Hills Drive Golden Valley, Minnesota 55416 Re: Registration Statement on Form S-8 Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 filed by CyberOptics Corporation (the "Company") with the Securities and Exchange Commission on or about the date hereof, relating to the registration of 200,000 common shares, no par value, which may be issued pursuant to the Company's 1992 Employee Stock Purchase Plan (the "Plan"), please be advised that as counsel to the Company, upon examination of such corporate documents and records as we have deemed necessary or advisable for the purposes of this opinion, it is our opinion that: 1. The Company is a validly existing corporation in good standing under the laws of the State of Minnesota. 2. The 200,000 shares which may be issued by the Company under the Plan will be, when issued and paid for as described in the Registration Statement, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Dated: August 16, 1999 Very truly yours, DORSEY & WHITNEY 4 EX-24.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 29, 1999, relating to the consolidated financial statements and financial statement schedule, which appear in CyberOptics Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. PRICEWATERHOUSECOOPERS LLP Minneapolis, Minnesota August 16, 1999 5 -----END PRIVACY-ENHANCED MESSAGE-----