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<div>

<p align="center">As filed with the Securities
and Exchange Commission on April 8, 2003</p>



<p align="center">Registration No.&nbsp;
333-________</p>



<p align="center">UNITED STATES<br>
SECURITIES AND EXCHANGE
COMMISSION<br>
Washington D. C. 20549<br>
___________<br>
<b>FORM S-8</b></p>



<p align="center"><b>REGISTRATION STATEMENT<br>
UNDER<br>
THE SECURITIES ACT OF
1933</b><br>
___________</p>



<p align="center"><b>SYS</b><br>
(Exact name of registrant as
specified in its charter)</p>

<div align="center">
  <center>



<table border=0 cellspacing=0 cellpadding=0 height="98">
 <tr>
  <td width=282 valign=top height="21">
  <p align="center"><b>California</b></p>
  </td>
  <td width=276 valign=top height="21">
  <p align="center"><b>95-2467354</b></p>
  </td>
 </tr>
 <tr>
  <td width=282 valign=top height="77">
  <p align="center">(State or other<br>
  jurisdiction of<br>
  incorporation or<br>
  organization)</p>
  </td>
  <td width=276 valign=top height="77">
  <p align="center">(I.R.S. Employer<br>
  Identification<br>
  Number)</p>
  </td>
 </tr>
</table>



  </center>
</div>



<p align="center"><b>5050 Murphy Canyon Road<br>
Suite 200<br>
San Diego, California 92123<br>
(858) 715-5500</b></p>

<p align="center">(Address, including zip
code, and telephone number, including area code,<br>
of registrant's principal
executive offices) </p>



<p align="center"><b>2003 Employee Stock Purchase Plan<br>
1997 Stock Option Plan<br>
<u>2003 Stock Option Plan<br>
</u></b>(Full title of plan)</p>



<p align="center"><b>W. Gerald Newmin<br>
Chief Executive Officer<br>
SYS<br>
5050 Murphy Canyon Road<br>
Suite 200<br>
San Diego, California
92123<br>
(858) 715-5500<br>
</b>(Name and address,
including zip code, and telephone number,<br>
including area code, of
agent for service)<br>
___________</p>

</div>


<div>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=638 colspan=3 valign=top>
  <p align="center">Copies to:</p>
  </td>
 </tr>
 <tr>
  <td width=192 valign=top>

  </td>
  <td width=262 valign=top>
  <p>Luce, Forward, Hamilton&nbsp;&amp; Scripps LLP<br>
  Attn:&nbsp; Otto
  Sorensen, Esq.<br>
  600 West Broadway, Suite 2600<br>
  San Diego, CA 92101<br>
  (619) 236-1414<br>
  (619) 232-8311 (fax)</p>
  </td>
  <td width=184 valign=top>

  </td>
 </tr>
</table>



<p>&nbsp;</p>



<table border=1 cellspacing=0 cellpadding=0 height="125">
 <tr>
  <td width=638 colspan=5 valign=top height="19">
  <p align="center"><b>CALCULATION OF REGISTRATION FEE</b></p>
  </td>
 </tr>
 <tr>
  <td width=234 valign=top align="center" height="63">
  <p>Title of Each Class of
  Securities&nbsp;to&nbsp;be&nbsp;Registered</p>
  </td>
  <td width=114 valign=top align="center" height="63">
  <p>Number To Be Registered<sup>(1)</sup></p>
  </td>
  <td width=101 valign=top align="center" height="63">
  <p>Proposed Maximum Offering Price<sup>(1)</sup></p>
  </td>
  <td width=102 valign=top align="center" height="63">
  <p>Aggregate Offering Price</p>
  </td>
  <td width=88 valign=top align="center" height="63">
  <p>Registration Fee<sup>(2)</sup></p>
  </td>
 </tr>
 <tr>
  <td width=234 valign=top height="37">
  <p>Common stock, no par value............. </p>
  </td>
  <td width=114 valign=top align="center" height="37">
  <p>4,700,000</p>
  </td>
  <td width=101 valign=top align="center" height="37">
  <p>$2.45</p>
  </td>
  <td width=102 valign=top align="center" height="37">
  <p>$11,515,000</p>
  </td>
  <td width=88 valign=top align="center" height="37">
  <p>$932.72</p>
  </td>
 </tr>
</table>



<p><sup>(1)</sup>&nbsp;Pursuant to General
Instruction E, the registration fee paid in connection herewith is based on the
market price of the common stock ($2.45 per share), on January 31, 2003, in
accordance with
Rule&nbsp;457(c) under the Securities Act of 1933, as amended, or the
Securities Act, with respect to: (i) 1,000,000 shares of common stock issuable
under the 2003 Stock Purchase Plan; 2,200,000 shares of common stock issuable
under the 1997 Incentive Stock Option and Restricted Stock Plan and (ii) 1,500,000 shares of common stock
issuable under the 2003 Stock Option Plan.&nbsp;
Pursuant to Rule 416 under the Securities Act, the number of shares registered
hereunder includes an indeterminate number of shares that may be issued in
accordance with the provisions of such plans in connection with any
anti-dilution provisions or in the event of any change in the outstanding
shares, including a stock dividend or stock split.</p>

<p><sup>(2)</sup>&nbsp;Estimated solely for
the purpose of calculating the registration fee.</p>

<p>&nbsp;&nbsp;&nbsp; <b>The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section&nbsp;8(a)&nbsp;of the Securities
Act of 1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section&nbsp;8(a),
may determine.</b></p>



</div>
<p align="center">Page II-1<br>
<hr color="#0000FF">


<div>

<p><b>PART I&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS</b></p>

<p><b>Item 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Plan
Information</u>.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
information required by Part I is included in documents to be sent or given to
the participants.</p>



<p><b>Item 2:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Registration Information and Employee
Plan Annual Information</u></b>.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon
written or oral request, SYS, a California corporation (the
&quot;Registrant&quot;) will provide, without charge, a copy of all documents
incorporated by reference in Item 3 of Part II of this Registration Statement,
which are incorporated by reference in the Section 10(a) prospectus, and all
other documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the &quot;Securities
Act&quot;).&nbsp; All requests should be made
to SYS, Attention: W. Gerald Newmin, Chief Executive Officer, 5050 Murphy Canyon
Road, Suite 200, San Diego, California 92123.&nbsp;
Our telephone number is (858) 715-5500.</p>



<p><b>PART II:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</b></p>

<p><b>&nbsp;Item
3:&nbsp;&nbsp;&nbsp;&nbsp; <u>Incorporation of Documents by
Reference</u>.</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any
documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, after the
date of this prospectus, but before the end of this offering, will be deemed to
be incorporated by reference.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
Commission allows us to incorporate by reference information into this
prospectus, which means we can disclose important information to you by
referring you to another document filed separately with the Commission.&nbsp; The information incorporated by reference is
considered to be part of this prospectus, except for any information superseded
by information in this prospectus.&nbsp; This
prospectus incorporates by reference the documents listed below, which we have
previously filed with the Commission.&nbsp;
These documents contain important information about us, our business and
our finances:</p>

<ul>
  <li>&nbsp;&nbsp;&nbsp; Amendment No. 1 to
Annual Report on Form 10-KSB for the fiscal year ended<br>
    &nbsp;&nbsp;&nbsp; June 30, 2002.</li>
  <li>&nbsp;&nbsp;&nbsp; Quarterly Report on Form
10-QSB for the fiscal quarter ended December 28, 2002.</li>
  <li>&nbsp;&nbsp;&nbsp;&nbsp;Current Report on Form
8-K filed on December 30, 2002.</li>
  <li>&nbsp;&nbsp;&nbsp;&nbsp;The description of our
common stock contained in our registration statements filed under<br>
    &nbsp;&nbsp;&nbsp; the&nbsp;Exchange
Act, including any amendments or reports filed for the purpose of updating such<br>
&nbsp;&nbsp;&nbsp;&nbsp;descriptions.</li>
</ul>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
you request, either orally or in writing, we will provide to you a copy of any
or all documents which are incorporated by reference.&nbsp; We will provide these documents to you free of charge, but will
not include any exhibits, unless those exhibits are incorporated by reference
into the document.&nbsp; You should address
written requests for documents to: SYS, Attention: W. Gerald Newmin, Chief
Executive Officer, 5050 Murphy Canyon Road, Suite 200, San Diego, California
92123.&nbsp; Our telephone number is (858)
715-5500.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
You
should rely only on the information incorporated by reference or provided in
this prospectus or the prospectus supplement.&nbsp;
We have authorized no one to provide you with different information.&nbsp; We are not making an offer of these securities
in any state where the offer is not permitted.&nbsp;
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the document.</p>

<p><b>Item 6.&nbsp;&nbsp;&nbsp; <u>Indemnification of
Officers and Directors</u>.</b></p>

<p>Our Articles of Incorporation and Bylaws generally
provides for the maximum indemnification of a corporation's officers and
directors as permitted by law in the State of California.&nbsp; California law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.&nbsp; Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceedings, had no reasonable cause to
believe his or her conduct was unlawful.</p>

<p align="center">II-2<br>
</p>

<hr color="#0000FF">

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation.&nbsp; Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To
the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense. The corporation, unless ordered by a court or
advanced pursuant to this section, must make any indemnification under this
section, only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a)&nbsp;by the stockholders;
(b)&nbsp;by the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding; (c)&nbsp;if a
majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding so orders, by independent legal counsel in a written
opinion; or (d)&nbsp;if a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
articles of incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation.&nbsp; The provisions of this
section do not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any contract
or otherwise by law.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this section: (a)&nbsp;do not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his or her
official capacity or an action in another capacity while holding his or her
office, except that indemnification, unless ordered by a court pursuant to this
section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b)&nbsp;continues for a person who has ceased to be a
director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Further,
we may enter into agreements of indemnification with our directors to provide
for indemnification to the fullest extent permitted under California law.</p>
<p align="center">II-3<br>
<hr color="#0000FF">


<p><b>Item
8. <u>Exhibits</u>.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Opinion
of Luce, Forward, Hamilton&nbsp;&amp; Scripps LLP<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1997
Stock Option Plan<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2003
Stock Option Plan<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2003 Employee Stock Purchase Plan<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent
of Luce, Forward, Hamilton&nbsp;&amp; Scripps LLP (included in Exhibit 5.1
hereto)<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent
of J.H. Cohn LLP<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
24.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Power
of Attorney (included on signature pages of this Registration Statement)<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
____________</p>

<p>___________</p>

<p><b>Item 9. <u>Undertakings</u>.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
undersigned Registrant hereby undertakes:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp; To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To include any prospectus required
by section 10(a) (3) of the Securities Act;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To reflect in the prospectus any
facts or events arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
&quot;Calculation of Registration Fee&quot; table in the effective registration
statement; and</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To include any material information
with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the Registrant under
the Exchange Act.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp; That, for the purpose of determining
any liability under the Securities Act, each post-effective amendment that
contains a form of prospectus 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.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp; 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.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities 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 a 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, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.</p>





<p align="center">II-4<br>
</p>





<hr color="#0000FF">





<p align="center"><b>SIGNATURES</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 San
Diego, California on April 8, 2003.</p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SYS</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:<u> /s/ W. Gerald Newmin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
 </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; W. Gerald Newmin<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Chief Executive Officer</p>

&nbsp;
<p align="center">II-5<br>
</p>
<hr color="#0000FF">


<p align=center><b>POWER OF ATTORNEY</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints W. Gerald Newmin and Michael W. Fink, as his or her true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for him and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement, and to file the
same with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith , 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 any of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the
requirements of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Diego, California on the dates indicated.</p>

<table border=0 cellspacing=0 cellpadding=0>

  <tr>
   <td width=223 valign=top align="center">
   <p><b><u>Signature</u></b></p>
   </td>
   <td width=238 valign=top align="center">
   <p><b><u>Capacity in Which Signed</u></b></p>
   </td>
   <td width=179 valign=top align="center">
   <p><b><u>Date</u></b></p>
   </td>
  </tr>

 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>/s/ W. Gerald Newmin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>W. Gerald Newmin</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Chairman of the Board of
  Directors*, and Chief Executive Officer (Principal Executive Officer)</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>&nbsp;/s/ Clifton L. Cooke, Jr.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>Clifton L. Cooke, Jr.</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Director</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>&nbsp;/s/ David A. Derby&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>David A. Derby</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Director</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>/s/ John M. Burns&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>John M. Burns</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Director</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>/s/ Lawrence L. Kavanau&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>Lawrence L. Kavanau</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Director</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>/s/ Kameron W. Maxwell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>Kameron W. Maxwell&nbsp;</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Director</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>/s/ Charles E. Vandeveer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>Charles E. Vandeveer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Director</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=223 valign=top>
  <p>&nbsp;</p>
  <p><u>/s/Michael W. Fink&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
  </u>Michael W. Fink</p>
  </td>
  <td width=238 valign=top>
  <p>&nbsp;</p>
  <p>Chief Financial Officer (Principal
  Accounting Officer)</p>
  </td>
  <td width=179 valign=top>
  <p align=center>&nbsp;</p>
  <p align=center>April 8, 2003</p>
  </td>
 </tr>
</table>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
* The
persons indicated are the administrators of the 1997 Stock Option Plan, the
2003 Stock Option Plan and the 2003 Employee Stock Purchase Plan, and are signing this
Registration Statement in such capacity.</p>

</div>

<p align="center">&nbsp;</p>
<p align="center">II-6</p>

</body>

</html>
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{"company-data": {"conformed-name": "SYS", "cik": "0000096057", "assigned-sic": "7372", "irs-number": "952467354", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104372", "film-number": "03642445"}, "business-address": {"street1": "5050 MURPHY CANYON ROAD", "street2": "SUITE 200", "city": "SAN DIEGO", "state": "CA", "zip": "92123", "phone": "8587155500"}, "mail-address": {"street1": "5050 MURPHY CANYON ROAD", "street2": "SUITE 200", "city": "SAN DIEGO", "state": "CA", "zip": "92123"}, "former-company": [{"former-conformed-name": "SYSTEMS ASSOCIATES INC", "date-changed": "19800115"}, {"former-conformed-name": "SYSTEMS ASSOCIATES INC OF CALIFORNIA", "date-changed": "19850927"}]}
_
As filed with the Securities
and Exchange Commission on April 8, 2003
Registration No. 
333-________
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington D. C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
___________
SYS
(Exact name of registrant as
specified in its charter)
California
95-2467354
(State or other
jurisdiction of
incorporation or
organization)
(I.R.S. Employer
Identification
Number)
5050 Murphy Canyon Road
Suite 200
San Diego, California 92123
(858) 715-5500
(Address, including zip
code, and telephone number, including area code,
of registrant's principal
executive offices)
2003 Employee Stock Purchase Plan
1997 Stock Option Plan
2003 Stock Option Plan
(Full title of plan)
W. Gerald Newmin
Chief Executive Officer
SYS
5050 Murphy Canyon Road
Suite 200
San Diego, California
92123
(858) 715-5500
(Name and address,
including zip code, and telephone number,
including area code, of
agent for service)
___________
Copies to:
Luce, Forward, Hamilton & Scripps LLP
Attn:  Otto
  Sorensen, Esq.
600 West Broadway, Suite 2600
San Diego, CA 92101
(619) 236-1414
(619) 232-8311 (fax)
CALCULATION OF REGISTRATION FEE
Title of Each Class of
  Securities to be Registered
Number To Be Registered
(1)
Proposed Maximum Offering Price
(1)
Aggregate Offering Price
Registration Fee
(2)
Common stock, no par value.............
4,700,000
$2.45
$11,515,000
$932.72
(1)
Pursuant to General
Instruction E, the registration fee paid in connection herewith is based on the
market price of the common stock ($2.45 per share), on January 31, 2003, in
accordance with
Rule 457(c) under the Securities Act of 1933, as amended, or the
Securities Act, with respect to: (i) 1,000,000 shares of common stock issuable
under the 2003 Stock Purchase Plan; 2,200,000 shares of common stock issuable
under the 1997 Incentive Stock Option and Restricted Stock Plan and (ii) 1,500,000 shares of common stock
issuable under the 2003 Stock Option Plan. 
Pursuant to Rule 416 under the Securities Act, the number of shares registered
hereunder includes an indeterminate number of shares that may be issued in
accordance with the provisions of such plans in connection with any
anti-dilution provisions or in the event of any change in the outstanding
shares, including a stock dividend or stock split.
(2)
Estimated solely for
the purpose of calculating the registration fee.
The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a),
may determine.
Page II-1
PART I                  INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.
Plan
Information
.
The
information required by Part I is included in documents to be sent or given to
the participants.
Item 2:
Registration Information and Employee
Plan Annual Information
.
Upon
written or oral request, SYS, a California corporation (the
"Registrant") will provide, without charge, a copy of all documents
incorporated by reference in Item 3 of Part II of this Registration Statement,
which are incorporated by reference in the Section 10(a) prospectus, and all
other documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the "Securities
Act").  All requests should be made
to SYS, Attention: W. Gerald Newmin, Chief Executive Officer, 5050 Murphy Canyon
Road, Suite 200, San Diego, California 92123. 
Our telephone number is (858) 715-5500.
PART II:              
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3:
Incorporation of Documents by
Reference
.
Any
documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, after the
date of this prospectus, but before the end of this offering, will be deemed to
be incorporated by reference.
The
Commission allows us to incorporate by reference information into this
prospectus, which means we can disclose important information to you by
referring you to another document filed separately with the Commission.  The information incorporated by reference is
considered to be part of this prospectus, except for any information superseded
by information in this prospectus.  This
prospectus incorporates by reference the documents listed below, which we have
previously filed with the Commission. 
These documents contain important information about us, our business and
our finances:
Amendment No. 1 to
Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2002.
Quarterly Report on Form
10-QSB for the fiscal quarter ended December 28, 2002.
Current Report on Form
8-K filed on December 30, 2002.
The description of our
common stock contained in our registration statements filed under
the Exchange
Act, including any amendments or reports filed for the purpose of updating such
descriptions.
If
you request, either orally or in writing, we will provide to you a copy of any
or all documents which are incorporated by reference.  We will provide these documents to you free of charge, but will
not include any exhibits, unless those exhibits are incorporated by reference
into the document.  You should address
written requests for documents to: SYS, Attention: W. Gerald Newmin, Chief
Executive Officer, 5050 Murphy Canyon Road, Suite 200, San Diego, California
92123.  Our telephone number is (858)
715-5500.
You
should rely only on the information incorporated by reference or provided in
this prospectus or the prospectus supplement. 
We have authorized no one to provide you with different information.  We are not making an offer of these securities
in any state where the offer is not permitted. 
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the document.
Item 6.
Indemnification of
Officers and Directors
.
Our Articles of Incorporation and Bylaws generally
provides for the maximum indemnification of a corporation's officers and
directors as permitted by law in the State of California.  California law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.  Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceedings, had no reasonable cause to
believe his or her conduct was unlawful.
II-2
A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
To
the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense. The corporation, unless ordered by a court or
advanced pursuant to this section, must make any indemnification under this
section, only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the stockholders;
(b) by the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding; (c) if a
majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding so orders, by independent legal counsel in a written
opinion; or (d) if a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
The
articles of incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation.  The provisions of this
section do not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any contract
or otherwise by law.
The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this section: (a) do not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his or her
official capacity or an action in another capacity while holding his or her
office, except that indemnification, unless ordered by a court pursuant to this
section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a
director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Further,
we may enter into agreements of indemnification with our directors to provide
for indemnification to the fullest extent permitted under California law.
II-3
Item
8.
Exhibits
.
5.1           Opinion
of Luce, Forward, Hamilton & Scripps LLP
10.1         1997
Stock Option Plan
10.2         2003
Stock Option Plan
10.3         2003 Employee Stock Purchase Plan
23.1         Consent
of Luce, Forward, Hamilton & Scripps LLP (included in Exhibit 5.1
hereto)
23.2         Consent
of J.H. Cohn LLP
24.1         Power
of Attorney (included on signature pages of this Registration Statement)
____________
___________
Item 9.
Undertakings
.
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 prospectus required
by section 10(a) (3) of the Securities Act;
(ii)           To reflect in the prospectus any
facts or events arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii)           To include any material information
with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement;
provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the Registrant under
the Exchange Act.
(2)    That, for the purpose of determining
any liability under the Securities Act, each post-effective amendment that
contains a form of prospectus 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.
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities 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 a 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, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-4
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 San
Diego, California on April 8, 2003.
SYS
By:
/s/ W. Gerald Newmin
W. Gerald Newmin
Chief Executive Officer
II-5
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints W. Gerald Newmin and Michael W. Fink, as his or her true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for him and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement, and to file the
same with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith , 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 any of them or their substitute or substitutes, 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 the capacities and on the dates
indicated.
Pursuant to the
requirements of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Diego, California on the dates indicated.
Signature
Capacity in Which Signed
Date
/s/ W. Gerald Newmin
W. Gerald Newmin
Chairman of the Board of
  Directors*, and Chief Executive Officer (Principal Executive Officer)
April 8, 2003
/s/ Clifton L. Cooke, Jr.
Clifton L. Cooke, Jr.
Director
April 8, 2003
/s/ David A. Derby
David A. Derby
Director
April 8, 2003
/s/ John M. Burns
John M. Burns
Director
April 8, 2003
/s/ Lawrence L. Kavanau
Lawrence L. Kavanau
Director
April 8, 2003
/s/ Kameron W. Maxwell
Kameron W. Maxwell
Director
April 8, 2003
/s/ Charles E. Vandeveer
Charles E. Vandeveer
Director
April 8, 2003
/s/Michael W. Fink
Michael W. Fink
Chief Financial Officer (Principal
  Accounting Officer)
April 8, 2003
* The
persons indicated are the administrators of the 1997 Stock Option Plan, the
2003 Stock Option Plan and the 2003 Employee Stock Purchase Plan, and are signing this
Registration Statement in such capacity.
II-6