Networks Electronic Corp – ‘S-8’ on 4/23/98

As of:  Thursday, 4/23/98   ·   Effective:  4/23/98   ·   Accession #:  1011438-98-125   ·   File #:  333-50839

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            6     30K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.1      Stock Option Agreement                                15     59K 
 3: EX-4.2      Option Certificate                                    16     58K 
 4: EX-5.1      Opinion of Troop Meisinger                             1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C.  20549   
----------------    

FORM S-8    

REGISTRATION STATEMENT  
UNDER   
THE SECURITIES ACT OF 1933      
----------------    

NETWORKS ELECTRONIC CORP.     
(Exact Name of Registrant as Specified in Its Charter)  

CALIFORNIA      
(State or Other Jurisdiction of Incorporation or Organization)  

95-1770469      
(I.R.S. Employer Identification No.)  

9750 DE SOTO AVENUE     
CHATSWORTH, CALIFORNIA  91311     
(Address of Principal Executive Offices)  

 NETWORKS ELECTRONIC CORP. 1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)  

DAVID WACHTEL, CEO, CFO AND PRESIDENT 
 NETWORKS ELECTRONIC CORP.
9750 DE SOTO AVENUE 
                 CHATSWORTH, CALIFORNIA                    91311
           (Name and Address of Agent for Service)        (Zip Code)

(818) 341-0440      
(Telephone Number, Including Area Code, of Agent for Service)       
-------------------       

Copies to:      
MURRAY MARKILES, ESQ.   
TROOP MEISINGER STEUBER & PASICH, LLP   
10940 WILSHIRE BOULEVARD  
LOS ANGELES, CALIFORNIA 90024   
(310) 824-7000    
-------------------       

CALCULATION OF REGISTRATION FEE     
============================================================================    
Title Of                          Proposed       Proposed                       
Securities                        Maximum        Maximum        Amount of       
To Be            Amount To Be     Offering       Aggregate      Registration    
Registered       Registered       Price          Offering       Fee             
           Per Share(1)   Price(1)
------------     --------------   ------------   ------------   ------------    
Common Stock     100,000 Shares     $2.125         $212,500         $63         
============================================================================    

(1)  Estimated solely for purposes of calculating the registration fee pursuant 
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon  
the average of the bid and asked prices of the Common Stock on the OTC          
Electronic Bulletin Board on April 16, 1998.                                    

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PART I  

  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*                                                    

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL                       
INFORMATION.*                                                                   

  *    Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the Registration Statement in accordance
       with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.                                 

PART II 

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.                              

The following documents are incorporated herein by reference:         

(a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.                                              

    (b)  The Company's Reports on Form 10-Q for the quarters ended October 30,
1997, December 31, 1997 and March 31, 1997.                 

  (c)  All documents subsequently filed by Registrant pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
     prior to the filing of a post-effective amendment which indicates
       that all securities offered have been sold or which deregisters all
        securities then remaining unsold, shall be deemed to be incorporated
     by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.                  

ITEM 4.   DESCRIPTION OF SECURITIES.                                            

   The Company is authorized to issue 10,000,000 shares of Common Stock, par
value $0.25 per share.  The holders of Common Stock are entitled to one vote    
for each share held of record on all matters on which the holders of Common     
Stock are entitled to vote.  The holders of Common Stock are entitled to        
receive dividends ratably when, as and if declared by the Board of Directors    
out of funds legally available therefor.  In the event of liquidation,          
dissolution or winding up of the Company, the holders of Common Stock are       
entitled to share ratably in all assets remaining available for distribution to 
them after payment of liabilities.                                              

 The holders of Common Stock have no preemptive or conversion rights and
they are not subject to further calls or assessments by the Company.  There are 
no redemption or sinking fund provisions applicable to the Common Stock.  The   
outstanding shares of Common Stock are, and the shares of Common Stock issuable 
pursuant to this Registration Statement will be, when issued, fully paid and    
nonassessable.                                                                  

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                

None.                                                                 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

Page 2                                                                          

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 In accordance with Section 317 of the California Corporations Code (the
"California Code"), the Company's By-Laws provide that the Corporation shall    
have power to indemnify any person who was or is a party or is threatened to be 
made a party to any proceeding (other than an action by or in the right of the  
corporation to procure a judgment in its favor) by reason of the fact that such 
person is or was an agent (as defined by Section 317 of the California Code) of 
the corporation, against expenses, judgments, fines, settlements and other      
amounts actually and reasonably incurred in connection with such proceeding if  
such person acted in good faith and in a manner such person reasonably believed 
to be in the best interests of the corporation and, in the case of a criminal   
proceeding, had no reasonable cause to believe the conduct of such person was   
unlawful.  The termination of a proceeding by judgment, order, settlement,      
conviction or upon a plea of nolo contendere or its equivalent shall not, of    
itself, create a presumption that the person did not act in good faith and in a 
manner which the person reasonably believed to be in the best interests of the  
corporation or that the person had reasonable cause to believe that the         
person's conduct was unlawful.                                                  

The Company's By-Laws also provide that the corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made 
a party to any threatened, pending or completed action by or in the right of    
the corporation to procure a judgment in its favor by reason of the fact that   
such person is or was an agent of the corporation, against expenses actually    
and reasonably incurred by such person in connection with the defense or        
settlement of such action if such person acted in good faith, in a manner such  
person believed to be in the best interests of the corporation and with such    
care, including reasonable inquiry, as an ordinarily prudent person in a like   
position would use under similar circumstances.  However, Section 317 of the    
California Code provides that no such indemnification shall be made for any of  
the following: (1)  In respect of any claim, issue or matter as to which the    
person shall have been adjudged to be liable to the corporation in the          
performance of that person's duty to the corporation and its shareholders,      
unless and only to the extent that the court in which the proceeding is or was  
pending shall determine upon application that, in view of all the circumstances 
of the case, the person is fairly and reasonably entitled to indemnity for      
expenses and then only to the extent that the court shall determine; (2) Of     
amounts paid in settling or otherwise disposing of a pending action without     
court approval; (3) Of expenses incurred in defending a pending action which is 
settled or otherwise disposed of without court approval.                        

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.                                   

Not applicable.                                                       

ITEM 8.  EXHIBITS.                                                              

   4.1  Networks Electronic Corp. Form of Amended 1996 Stock Incentive Plan.

   4.2  Form of Registrant's Stock Option Agreement pursuant to Registrant's
1996 Stock Incentive Plan.                                  

  5.1  Opinion of Troop Meisinger Steuber & Pasich, LLP regarding validity
of securities.                                              

    23.1 Consent of Troop Meisinger Steuber & Pasich, LLP (included in Exhibit
5.1).                                                       

24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).                                    

ITEM 9.  UNDERTAKINGS.                                                          

(a)  The undersigned Registrant 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 material information with respect to the plan
of distribution not previously disclosed in the registration statement or any   
material change to such information in the registration statement.              

Page 3                                                                          

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     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which 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 of 1933, each filing of the  
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act   
of 1934) that is incorporated by reference in the 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 of 1933 may be permitted to directors, officers and controlling  
persons of the Registrant pursuant to the foregoing provisions, or otherwise,   
Registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
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 the 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, Registrant will, unless in the 
opinion of the counsel the matter has been settled by controlling precedent,    
submit to the appropriate jurisdiction the question of whether such             
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.                            

Page 4                                                                          

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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 Los Angeles, State of California, on this ___ day of 
April, 1998.                                                                    

             NETWORKS ELECTRONIC CORP.
              (Registrant)

            By:    /S/ David Wachtel
                        ------------------------------
                             DAVID WACHTEL, CHAIRMAN AND CHIEF
             EXECUTIVE OFFICER

POWER OF ATTORNEY       

  Each person whose signature appears below constitutes and appoints
David Wachtel as his true and lawful attorney-in-fact and agent with full power 
of substitution and resubstitution, for him and his name, place and stead, in   
any and all capacities, to sign any or 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 attorney-in-fact and     
agent full power and authority to do and perform each and every act and thing   
requisite and necessary to be done in and about the foregoing, as fully to all  
intents and purposes as he might or could do in person, hereby ratifying and    
confirming all that said attorney-in-fact and agent, or his substitute, 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 below by the following persons in the    
capacities and on the date indicated.                                           

SIGNATURE                  TITLE                              DATE              
---------                  -----                              ----              

/S/ David Wachtel         Chairman of the Board,             April 20, 1998   
--------------------       Chief Executive Officer and                          
DAVID WACHTEL              Chief Financial Officer                              

/S/ Jack Friery           Corporate Secretary                April 20, 1998   
--------------------       and Director                                         
JACK FRIERY                                                                     

/S/ Glenn Linderman       Director                           April 20, 1998   
--------------------                                                            
GLENN LINDERMAN                                                                 

/S/ Rodica Patrichi       Director                           April 20, 1998   
--------------------                                                            
RODICA PATRICHI                                                                 

/S/ Ileana Wachtel        Director                           April 20, 1998   
--------------------                                                            
ILEANA WACHTEL                                                                  

Page 5                                                                          

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EXHIBIT INDEX     

EXHIBIT NO.                EXHIBIT DESCRIPTION                                  
----------                 -------------------                                  

4.1       Networks Electronic Corp. Form of Amended 1996 Stock Incentive Plan.

4.2       Form of Registrant's Stock Option Agreement pursuant to Registrant's
1996 Stock Incentive Plan.                                

5.1       Opinion of Troop Meisinger Steuber & Pasich, LLP regarding validity 
of securities.                                            

23.1      Consent of Troop Meisinger Steuber & Pasich, LLP (included in       
Exhibit 5.1).                                             

24.1      Power of Attorney (included as part of the Signature Page of this   
Registration Statement).                                  

Page 6                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/23/98
		4/20/98		5
		4/16/98		1
		12/31/97		2					10-Q
		10/30/97		2
		6/30/97		2					10-K,  NT 10-K
		3/31/97		2					10-Q
									List all Filings