1
This Document consists of 39 pages, of which this page is Number 1. The Index to
Exhibits is on Page 10.
As filed with the Securities and Exchange Commission on June 5, 1996.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
ISOCOR
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-4310259
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
3420 Ocean Park Boulevard
Santa Monica, California 90405
(Address of principal executive offices)
---------------------
1996 DIRECTORS' STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
1992 STOCK OPTION PLAN
(Full title of the Plans)
---------------------
Andrew De Mari
President and Chief Executive Officer
ISOCOR
3420 Ocean Park Boulevard
Santa Monica, California 90405
(310) 581-8100
(Name, address and telephone number of agent for service)
---------------------
Copies to:
ELIAS J. BLAWIE, ESQ.
LAURA A. GORDON, ESQ.
SANJAY K. KHARE, ESQ.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
2
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Maximum Proposed Maximum Amount of
Title of Securities to Maximum Amount to Offering Price Aggregate Offering Registration
be Registered be Registered Per Share Price Fee
Common Stock,
no par value.......... 1,288,965 shares (1) $2.68 (2) $3,454,426.20 (3) $1,191.18
Common Stock,
no par value.......... 582,305 shares (4) $18.13 (5) $10,554,278.13 $3,639.41
Common Stock,
no par value.......... 250,000 shares (6) $15.41 (7) $3,851,562.50 $1,328.13
TOTAL 2,121,270 shares $17,860,266.83 $6,158.71
(1) For the sole purpose of calculating the registration fee, the number of
shares issuable under the 1996 Directors' Stock Option Plan and the 1992
Stock Option Plan which are to be registered under this Registration
Statement has been broken down into two subtotals (see note 4 below). This
sub-total represents the sum of shares issuable upon exercise of presently
outstanding options (options that have been granted as of the date of this
Registration Statement) issued under the 1996 Directors' Stock Option Plan
and the 1992 Stock Option Plan. Of the total 1,288,965 shares issuable,
40,000 shares are issuable upon exercise of options outstanding under the
1996 Directors' Stock Option Plan and 1,248,965 shares are issuable upon
exercise of options outstanding under the 1992 Stock Option Plan.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based on the weighted average exercise price (rounded to
nearest cent) of the options whose exercise will result in the issuance of
the shares being registered.
(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options described in note 1 above.
(4) This sub-total represents the sum of shares issuable upon exercise of
options that have not yet been granted under the 1996 Directors' Stock
Option Plan and the 1992 Stock Option Plan as of the date of this
Registration Statement. Of the total of 582,305 shares that will be
issuable upon the exercise of such options to be granted in the future,
110,000 shares will be issuable upon exercise of options to be granted in
the future under the 1996 Directors' Stock Option Plan and
-2-
3
472,305 shares will be issuable upon exercise of options to be granted in
the future under the 1992 Stock Option Plan. See note 1, above.
(5) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based upon the average of the high and low prices of the
Common Stock as reported in the Nasdaq National Market on May 31, 1996
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(6) This sub-total represents the number of shares authorized to be issued
under the 1996 Employee Stock Purchase Plan.
(7) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based upon 85% (see explanation in following sentence) of the
average of the high and low prices of the Common Stock as reported in the
Nasdaq National Market on May 31, 1996 because the price at which the
shares will be issued in the future is not currently determinable.
Pursuant to Section 7 of the 1996 Employee Stock Purchase Plan, a copy of
which is incorporated by reference in this Registration Statement from the
Registrant's Registration Statement No. 333-606 on Form S-1 filed with the
Securities and Exchange Commission on January 24, 1996, such shares will
be issued at 85% of their market value as of specified dates.
-3-
4
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
ITEM 3 (a)
The Registrant's Prospectus filed on March 14, 1996 pursuant to Rule
424(b)(4) of the Securities Act of 1933, as amended (the "Act"), which contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.
ITEM 3 (b)
The Registrant's Quarterly Report on Form 10-Q filed on May 3, 1996
pursuant to Rule 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
ITEM 3 (c)
Items 1 and 2 of the Registrant's Registration Statement on Form 8-A
filed on March 5, 1996 pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
Not Applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered hereby is being passed upon
by Venture Law Group. a Professional Corporation. Certain members of Venture Law
Group, including Elias J. Blawie, Secretary of the Company, beneficially own, in
the aggregate, 8,310 shares of the Company's Common Stock.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has adopted provisions in its Articles of Incorporation
that limit the liability of its directors for monetary damages arising from a
breach of their fiduciary duty as directors to the
-4-
5
fullest extent permitted by the California Corporations Code. Such limitation of
liability does not affect the availability of equitable remedies such as
injunctive relief or recission.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by California law,
including circumstances in which indemnification is otherwise discretionary
under California law. The Company has entered into indemnification agreements
with its directors and officers containing provisions which are, in some
respects, broader than the specific indemnification provisions contained in the
California Corporations Code. The indemnification agreements may require the
Company, among other things, to indemnify its directors and officers against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature), to advance their expenses as incurred as a result of any
proceeding against them as to which they could be indemnified and to obtain
directors' and officers' insurance, if available on reasonable terms.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification would
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which might result in a claim for such indemnification.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8 EXHIBITS
Exhibit
Number Document
------ --------
4.1 Articles of Incorporation of Registrant, as amended
to date.
4.2 Bylaws of Registrant, as amended to date.
4.3* 1996 Directors' Stock Option Plan and form of
option agreement for use with plan.
4.4* 1996 Employee Stock Purchase Plan and form of
subscription agreement for use with plan.
4.5* 1992 Stock Option Plan and forms of option
agreements for use with plan.
5.1 Opinion of Counsel as to legality of securities
being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1
hereto).
23.2 Consent of Independent Accountants (see page 8).
24.1 Power of Attorney (see page 7).
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-606) as filed with the Securities and Exchange Commission on
January 25, 1996.
-5-
6
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 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.
(2) That, for the purpose of determining any liability
under the Act, 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 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.
C. Insofar as indemnification for liabilities arising under the
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 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.
-6-
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, ISOCOR, a corporation organized and existing under the laws of the
State of California, 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 Santa Monica, State of California, on June 4,
1996.
ISOCOR
By: /s/ Andrew De Mari
-----------------------------------
Andrew De Mari, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andrew De Mari and Janine M. Bushman,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her 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 dates indicated.
Signature Title Date
- ----------------------------- -------------------------------------- ------------
Chairman of the Board of Directors June 4, 1996
- -----------------------------
(Jean Paul Elkann)
/s/ Andrew De Mari President, Chief Executive Officer and June 4, 1996
- ----------------------------- Director (Principal Executive Officer)
(Andrew De Mari)
Vice President, Finance and
/s/ Janine M. Bushman Administration, Chief Financial June 4, 1996
- ---------------------------- Officer and Director (Principal
(Janine M. Bushman) Financial and Accounting Officer)
Director June 4, 1996
- ----------------------------
(Jean Michel Barbier)
/s/ Alexandra Giurgiu Director June 4, 1996
- ----------------------------
(Alexandra Giurgiu)
/s/ G. Bradford Jones Director June 4, 1996
- ----------------------------
(G. Bradford Jones)
-7-
8
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our reports dated January 24, 1996, on our audits of the
consolidated financial statements of ISOCOR as of December 31, 1995 and 1994 and
for the years ended December 31, 1995, 1994 and 1993, which report appears in
Amendment No. 3 to ISOCOR's registration statement on Form S-1 (File No.
333-606) filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
Los Angeles, California
June 3, 1996
-8-
9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
EXHIBITS
- --------------------------------------------------------------------------------
Registration Statement on Form S-8
ISOCOR
June 5, 1996
10
INDEX TO EXHIBITS
Exhibit Page
Number No.
- ------ ---
4.1 Articles of Incorporation of Registrant, as amended to date. 11
4.2 Bylaws of Registrant, as amended to date. 14
4.3* 1996 Directors' Stock Option Plan and form of option
agreement for use with plan. NA
4.4* 1996 Employee Stock Purchase Plan and form of
subscription agreement for use with plan. NA
4.5* 1992 Stock Option Plan and forms of option agreements for use with plan. NA
5.1 Opinion of Counsel as to legality of securities being registered 39
23.1 Consent of Counsel (contained in Exhibit 5.1 hereto). NA
23.2 Consent of Independent Auditors (see page 8). NA
24.1 Power of Attorney (see page 7). NA
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-606) as filed with the Securities and Exchange Commission on
January 25, 1996.