AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 1999 REGISTRATION NO.333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- SUPER VISION INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 59-3046866 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number)
------------------- 8210 PRESIDENTS DRIVE ORLANDO, FL 32809 (Address, including zip code, of registrant's principal executive offices) ------------------- 1994 STOCK OPTION PLAN, AS AMENDED AND RESTATED (Full Title of the Plan) ------------------- Brett M. Kingstone, Chief Executive Officer Super Vision International, Inc. 8210 Presidents Drive Orlando, Florida 32809 (407) 857-9900 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------- COPY TO: Randolph H. Fields, Esq. Greenberg Traurig, P.A. 111 North Orange Avenue, 20th Floor Orlando, Florida 32801 Telephone: (407) 420-1000 Telecopier: (407) 420-5909 CALCULATION OF REGISTRATION FEE ========================================================================================================================= PROPOSED MAXIMUM PROPOSED TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED (1) SHARE(2) AGGREGATE REGISTRATION OFFERING PRICE FEE - ----------------------------------------- ------------------ ----------------------- ------------------- ---------------- Class A Common Stock, $.001 par value 200,000 $4.30 $860,000 $239.08 per share - ----------------------------------------- ------------------ ----------------------- ------------------- ----------------
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended, an additional undeterminable number of shares of Class A Common Stock is being registered to cover any adjustment in the number of shares of Class A Common Stock pursuant to the anti-dilution provisions of the 1994 Stock Option Plan, as amended and restated. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based on the average of the high and low sale price of the Class A Common Stock on January 14, 1999 as reported on the Nasdaq SmallCap Market. =============================================================================== INCORPORATION OF PREVIOUS REGISTRATION STATEMENT This Registration Statement is being filed to (i) register an additional 200,000 shares of the Class A Common Stock of Super Vision International, Inc. (the "Registrant") under the Registrant's 1994 Stock Option Plan, as amended and restated and (ii) file as an exhibit the 1994 Stock Option Plan, as amended and restated. Pursuant to General Instruction E of Form S-8, the contents of (i) the Registrant's Registration Statement on Form S-8, File No. 333-32007, and (ii) the Registrant's Registration Statement on Form S-8, File No. 333-23689, are hereby incorporated in this Registration Statement by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS
Exhibit Number Description 4.1 1994 Stock Option Plan, as amended and restated. 5.1 Opinion of Greenberg Traurig, P.A. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Greenberg Traurig, P.A. (included in its opinion filed as Exhibit 5.1). 24 Power of Attorney ( included in signature page of this Registration Statement).
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 Orlando and the State of Florida on the 19th day of January, 1999. SUPER VISION INTERNATIONAL, INC. By: /S/ JOHN P. STANNEY ------------------------------------ John P. Stanney President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brett M. Kingstone and John P. Stanney, his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this Registration Statement, and to sign any additional Registration Statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents to be filed in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, each acting alone, 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 their respective capacities on January 19, 1999.
SIGNATURE TITLE --------- ----- - ------------------------------ Chairman of the Board and Chief Executive Officer Brett M. Kingstone (Principal Executive Officer) /s/ John P. Stanney - ------------------------------ President and Chief Financial Officer (Chief John P. Stanney Financial Officer and Chief Accounting Officer) /s/ Edgar Protiva - ------------------------------ Director Edgar Protiva /s/ Eric V. Protiva - ------------------------------ Director Eric V. Protiva /s/ Brian McCann - ------------------------------ Director Brian McCann /s/ Anthony T. Castor, III - ------------------------------ Director Anthony T. Castor, III
-2- INDEX TO EXHIBITS SUPER VISION INTERNATIONAL, INC.
Exhibit Number Description -------------- ----------- 4.1 1994 Stock Option Plan, as amended and restated. 5.1 Opinion of Greenberg Traurig, P.A. 23.1 Consent of Ernst & Young, LLP. 23.2 Consent of Greenberg Traurig, P.A. (included in its opinion filed as Exhibit 5.1). 24 Power of Attorney (included in signature page of this Registration Statement).
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