As filed with the Securities and Exchange Commission on October 12, 1995
Registration No. 33 _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
C.I.S. TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 73-1199382
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
C.I.S. Technologies, Inc.
1995 Directors' Stock Option Plan
(Full title of the Plan)
Philip D. Kurtz
Chairman of the Board and Chief Executive Officer
6100 South Yale, Suite 1900
Tulsa, Oklahoma 74136
(918) 496-2451
(Name, address, including zip code, and telephone number
including area code of agent for service)
Copies To:
Thomas G. Noulles
Pray, Walker,
Jackman, Williamson
& Marlar
900 ONEOK Plaza
Tulsa, Oklahoma
74103
_______________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount of
class of securities to be price per offering registration
to be registered registered share(1) price(1) fee
Common Stock, $.01 per share 200,000 shares $4.00 $800,000.00 $275.86
(1) Estimated solely for purposes of computing the registration fee
pursuant to Rule 457(c), upon the average of the high and low prices
as reported on NASDAQ on October 9, 1995.
_______________________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
Exhibit Index Appears on Page 5
Page 1 of 8 Pages
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 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 and the first Note to Part I.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in
this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, as filed with the Securities and Exchange
Commission on April 14, 1995.
(2) The Registrant's Quarterly Reports on Form 10-Q for the periods
ending March 31, 1995 and June 30, 1995, as filed with the
Securities and Exchange Commission on May 10, 1995 and August 14,
1995, respectively, and the amendment to the March 31, 1995 Form 10-Q
as filed on Form 10-Q/A on May 16, 1995.
(3) The Registrant's Current Reports on Form 8-K as filed with
the Securities and Exchange Commission on May 19, 1995 and June 15, 1995,
and Form 8-K/A filed on August 14, 1995.
(4) The Registrant's Form 10-C as filed with the Securities and
Exchange Commission on August 19, 1995.
(5) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on Form 10, as filed with the
Securities and Exchange Commission on March 5, 1987, pursuant to
Section 12(g) of the 1934 Act, including any amendment to such
registration statement or report filed under the 1934 Act for the
purpose of updating such description.
In addition, 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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Registrant provide that the Registrant shall
indemnify its officers and directors to the fullest extent permitted
by applicable law. Section 145 of the Delaware General Corporation
Law (the "DGCL") provides, in general, that each director and officer of
a corporation may be indemnified against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings
in which he or she is involved by reason of the fact that he or she is
or was a director or officer, if he or she acted in good faith and in
a manner that 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 proceeding, if he or she had no reasonable cause to
believe that his conduct was unlawful. If the legal proceeding,
however, is by or in the right of the corporation, the director or
officer may not be indemnified in respect of any claim, issue or
matter as to which he or she shall have been adjudged to be liable to
the corporation except to the extent the court in which such legal
proceeding was brought determines such person is fairly and reasonably
entitled to indemnity.
As permitted by Section 102 of DGCL, the Certificate of
Incorporation of the Registrant provides that no director of the
Registrant shall be personally liable to the corporation or its
stockholders for monetary damages for breach of his fiduciary duty as
a director, provided, however, that such provision shall not apply to
any liability of a director (1) for any breach of a director's duty of
loyalty to the Registrant or its stockholders, (2) for acts or
omissions that are not in good faith or involve intentional misconduct
or a knowing violation of the law, (3) under Section 174 of the DGCL,
or (4) for any transaction from which the director derived an improper
personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Exhibit Index Appears on Page 5
Page 2 of 8 Pages
Item 8. Exhibits.
See Index to Exhibits at page 5 hereof.
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 prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15 ( d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(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 further 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 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, 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 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 Act and will be
governed by the final adjudication of such issue.
Exhibit Index Appears on Page 5
Page 3 of 8 Pages
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 Tulsa, State of
Oklahoma, on October 12, 1995.
C.I.S. TECHNOLOGIES, INC.
By /s/ Philip D. Kurtz
-----------------------------
Philip D. Kurtz
Chairman of the Board
and Chief Executive Officer
By: /s/ Rebecca L. Speight By /s/ James L. Hersma
--------------------------- -----------------------------
Rebecca L. Speight James L. Hersma
Principal Accounting Officer President and Chief Operating
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip D. Kurtz and James L.
Hersma, and each of them, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary 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 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:
Signatures Title Date
/s/ Philip D. Kurtz Chairman of the Board October 12, 1995
______________________ and Chief Executive ----------------
Officer and Director
/s/ James L. Hersma President and Chief October 12, 1995
- ---------------------- Operating Officer ----------------
and Director
/s/ John D. Platt Director October 12, 1995
- ---------------------- ----------------
John D. Platt
/s/ Dennis D. Pointer Director October 12, 1995
- ---------------------- ----------------
Dennis D. Pointer
/s/ Robert J. Simmons Director October 12, 1995
- ---------------------- ----------------
Robert J. Simmons
/s/ N. Thomas Suitt Director October 12, 1995
- ---------------------- ----------------
N. Thomas Suitt
Exhibit Index Appears on Page 5
Page 4 of 8 Pages
INDEX TO EXHIBITS
Exhibit Number Description Page
4 Instruments defining the rights of security holders,
including indentures.
Not applicable.
5 Opinion regarding legality. 6
15 Letter regarding unaudited interim financial information.
Not applicable.
23 Consent of experts and counsel. 7-8
24 Power of attorney.
See Signature Page 4.
27 Financial Data Schedule
Not applicable.
28 Information from reports furnished to state insurance
regulatory authorities.
Not applicable.
99 Additional exhibits.
Not applicable.
Page 5 of 8 Pages
EXHIBIT 5
Opinion Regarding Legality
October 12, 1995
C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK 74136
Re: Registration Statement on Form S-8
Gentlemen:
As legal counsel to C.I.S. Technologies, Inc. (the "Company"), we have reviewed
the Company's Registration Statement on Form S-8, to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, relating
to 200,000 shares of the Company's common stock, $0.01 par value (the "Shares"),
to be issued pursuant to the Company's 1995 Directors' Stock Option Plan
(the "Plan").
In this connection, we have examined and considered the original or
copies, certified or otherwise identified to our satisfaction, of the
Company's certificate of incorporation, as amended, bylaws, resolutions of
its board of directors, officer's certificates and such other documents
and corporate records relating to the Company as we deemed appropriate for the
purposes of rendering this opinion.
Based upon the foregoing, it is our opinion that the Shares to be
issued to participants in the Plan will, when sold and paid for pursuant to
the terms of the Plan, be legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Pray, Walker, Jackman, Williamson & Marlar
PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR
Exhibit Index Appears on Page 5
Page 6 of 8 Pages
EXHIBIT 23
Consent of Experts and Counsel --
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement
of CIS Technologies, Inc. on Form S-8 (File No. ___________) of our
report dated February 7, 1995, on our audits of the consolidated
financial statements and financial statement schedule of CIS Technologies,
Inc. as of December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
October 12, 1995
Exhibit Index Appears on Page 5
Page 7 of 8 Pages
Consent of Legal Counsel
October 12, 1995
C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK 74136
Re: Registration Statement on Form S-8/1995 Directors
Stock Option Plan
Gentlemen:
We hereby consent to the inclusion of our opinion as an exhibit to the
captioned Registration Statement.
Very truly yours,
/s/ Pray, Walker, Jackman, Williamson & Marlar
PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR
Exhibit Index Appears on Page 5
Page 8 of 8 Pages