As filed with the Securities and Exchange Commission on April 2, 2002
Registration No. 333-
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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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SIERRA MONITOR CORPORATION
(Exact name of Registrant as specified in its charter)
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California 95-2481914
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1991 Tarob Court
Milpitas, California 95035
(408) 262-6611
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1996 STOCK PLAN
(Full title of the Plans)
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Gordon R. Arnold
President
Sierra Monitor Corporation
1991 Tarob Court
Milpitas, California 95035
(408) 262-6611
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Aaron J. Alter, Esq.
Thomas J. Lorr, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
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Common Stock - 1996 Stock Plan
Shares subject to outstanding options 302,458 $1.48 $447,638 $41.18
Shares subject to outstanding options 125,000 $1.50 $187,500 $17.25
Shares subject to outstanding options 100,000 $0.95 $95,000 $8.74
Shares available for future option grant 472,542 $0.65 $307,152 $28.26
TOTALS 1,000,000 $1,037,290 $95.43
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock 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 outstanding shares of Common Stock of
Sierra Monitor Corporation.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (c) and (h) under the Securities Act
of 1933, as amended (the "Act") based on the average of the high and low
sales prices of the Registrant's Common Stock as reported on the
over-the-counter bulletin board of Nasdaq on March 25, 2002 (which was the
last reported sale of the Registrant's Common Stock).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed solely to register an additional
1,000,000 shares of the $0.001 par value common stock of the registrant reserved
for issuance under the registrant's 1996 Stock Plan. The contents of the
registrant's registration statement on Form S-8 relating to the 1996 Stock Plan,
File No. 333-18241 are hereby incorporated by reference.
Item 8. Exhibits.
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.
Exhibit Number Exhibit Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being
registered (Counsel to the Registrant)
10.2 1996 Stock Plan, as amended
23.1 Independent Auditors' Consent
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
II-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 Milpitas, State of California on April 1, 2002.
SIERRA MONITOR CORPORATION
By /s/ Gordon R. Arnold
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Gordon R. Arnold
President
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gordon R. Arnold, his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, 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 attorney-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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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President, Chief Financial Officer,
/s/ Gordon R. Arnold Secretary, Director (Principal
- ---------------------------------------------------- Executive, Financial and Accounting
Gordon R. Arnold Officer) April 1, 2002
/s/ Robert C. Marshall
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Robert C. Marshall Director April 1, 2002
/s/ C. Richard Kramlich
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C. Richard Kramlich Director April 1, 2002
/s/ Jay T. Last
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Jay T. Last Director April 1, 2002
II-3
1561034
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being
registered (Counsel to the Registrant)
10.2 1996 Stock Plan, as amended
23.1 Independent Auditors' Consent
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)