TMSR files 1,000,000 share stock option plan locking in at 52-week lows, '95 IPO levels.
DESCRIPTION:ÿÿFORM S-8
As filed with the Securities and Exchange Commission on June 23, 1998
REGISTRATION NO. 333-40323
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
THRUSTMASTER, INC.
(Exact name of Registrant as specified in its charter)
OREGON 93-1040330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7175 N.W. EVERGREEN PARKWAY, #400
HILLSBORO, OREGON 97124-5839
(Address of principal executive offices) (Zip code)
1998 STOCK OPTION PLAN
(Full title of the plan)
STEPHEN A. AANDERUD, PRESIDENT
7175 N.W. EVERGREEN PARKWAY, #400
HILLSBORO, OREGON 97124-5839
(503) 615-3200
(Name, address and telephone number of agent for service)
______________________
Copies to:
DAVID S. MATHESON
PERKINS COIE LLP
1211 S.W. FIFTH AVENUE, SUITE 1500
PORTLAND, OREGON 97204-3715
______________________
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(2) PRICE(2) FEE
___________________________________________________________________________________________________________
Common Stock, no par
value 1,000,000 $ 7.375 $7,375,000.00 $2,175.63
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant
to the 1998 Stock Option Plan as the result of any future stock split,
stock dividend or similar adjustment of the outstanding Common Stock of
the Registrant.
(2) Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended,
solely for the purpose of calculating the amount of the registration fee.
The price per share is estimated to be $7.375, based on the average of
the high sales price ($7.625) and low sales price ($7.125) for the
Registrant's Common Stock as reported on the Nasdaq National Market on
June 16, 1998.
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 Hillsboro, State of Oregon, on June 19, 1998.
THRUSTMASTER, INC.
By /s/ STEPHEN A. AANDERUD
----------------------------------------
Stephen A. Aanderud
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stephen A. Aanderud and Allen Robison, and each of them, as true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, to sign in the name and on behalf of such person,
individually and in each capacity stated below, any or all amendments
(including pre-effective and 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.
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 indicated on June 19, 1998.
/s/ C. NORMAN WINNINGSTAD Chairman of the Board
---------------------------
C. Norman Winningstad
/s/ STEPHEN A. AANDERUD Director, President and Chief Executive
--------------------------- Officer (principal executive officer)
Stephen A. Aanderud
/s/ ALLEN ROBISON Comptroller and Acting Principal
--------------------------- Financial and Accounting Officer
Allen Robison
/s/ ROBERT L. CARTER Director
---------------------------
Robert L. Carter
/s/ GRAHAM E. DORLAND Director
---------------------------
Graham E. Dorland
/s/ MERRILL A. McPEAK Director
---------------------------
Merrill A. McPeak
/s/ G. GERALD PRATT Director
---------------------------
G. Gerald Pratt
/s/ MILTON R. SMITH Director
---------------------------
Milton R. Smith
/s/ FREDERICK M. STEVENS Director
---------------------------
Frederick M. Stevens
II-5
EXHIBIT 99.1
THRUSTMASTER, INC.
1998 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the ThrustMaster, Inc. 1998 Stock Option Plan (the "Plan")
is to enhance the long-term shareholder value of ThrustMaster, Inc., an
Oregon corporation (the "Company"), by offering opportunities to employees
(and persons offered employment), directors, officers, consultants, agents,
advisors and independent contractors of the Company and its Subsidiaries (as
defined in Section 2) to participate in the Company's growth and success, and
to encourage them to remain in the service of the Company and its
Subsidiaries and to acquire and maintain stock ownership in the Company.
SECTION 2. DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set forth
below:
2.1 BOARD
"Board" means the Board of Directors of the Company.
2.2 CAUSE
"Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined by
the Plan Administrator, and its determination shall be conclusive and binding...
source: © 1998
freeedgar.com
...textbook Aanderud, textbook classified board
of directors....maximization of [insider] shareholder
value...clean bill of health by Perkins Coie and
Coopers & Lybrand duly noted... |
