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As filed with the Securities and Exchange Commission on September 10, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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COMPUTRON SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2966911
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
MEADOWS OFFICE COMPLEX
301 ROUTE 17 NORTH
RUTHERFORD, NEW JERSEY 07070
(Address of principal executive offices) (Zip Code)
(201) 935-3400
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1995 STOCK OPTION PLAN
(Full title of the Plan)
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ADRIAN PETERS
CHIEF EXECUTIVE OFFICER
MEADOWS OFFICE COMPLEX, 301 ROUTE 17 NORTH, RUTHERFORD, NEW JERSEY 07070
(Name and address of agent for service)
(201) 935-3400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- -------------------- ----------------- ------------------ ------------------
1995 Stock Option Plan
- ----------------------
Options to Purchase
Common Stock, $0.01 par value 1,500,000 N/A N/A N/A
Common Stock, $0.01 par value 1,500,000 shares $3.875 $5,812,500 $2,004.31
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Computron Software, Inc.
1995 Stock Option Plan, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the outstanding shares of Common Stock of Computron Software, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of Computron
Software, Inc. on September 6th, 1996, as reported on the Nasdaq
National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Computron Software, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission ("SEC"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed with the
SEC on April 1, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1996 and June
30, 1996, filed with the SEC on May 16, 1996 and
August 14, 1996, respectively.
(c) The Registrant's Registration Statement No. 00-26358
on Form 8-A filed with the SEC on June 27, 1995,
pursuant to Section 12(b) of the Securities Exchange
Act of 1934, amended (the "1934 Act"), in which there
is described the terms, rights and provisions
applicable to the Registrant's outstanding Common
Stock.
(d) The Registrant's prospectus filed with the SEC
pursuant to Rule 424(b) of the Securities Act of
1933, as amended (the "1933 Act") in connection with
the Registration Statement No. 33-93990 on Form S-1
with the SEC on June 27, 1995, as amended, in which
there is set forth audited financial statements for
the Registrant's fiscal year ended December 31, 1994;
and
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article Eight
of the Registrant's Fourth Amended and Restated Certificate of Incorporation
provides for indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. In addition, Registrant has obtained
liability insurance for its officers and directors.
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration No. 00-26358 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(c) of this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP - Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1995 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control).
99.6 Form of Stock Purchase Agreement.
99.7 Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.8 Form of Notice of Grant of Automatic Option Grant (Annual
Grant).
99.9 Form of Automatic Stock Option Agreement.
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 1933 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 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 clauses (1)(i) and (1)(ii) shall
not apply if 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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such
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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 and
(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
Registrant's 1995 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.
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C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Rutherford, State of New Jersey, on this 3rd
day of September, 1996.
COMPUTRON SOFTWARE, INC.
By: /s/ Adrian Peters
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Adrian Peters
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Computron Software,
Inc., a Delaware corporation, do hereby constitute and appoint Andreas Typaldos,
the lawful attorney-in-fact and agent with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorney and agent, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorney and agent, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Adrian Peters Chief Executive Officer September 3, 1996
- ----------------------- (Principal Executive Officer)
ADRIAN PETERS
/s/ Richard C. Yonker Vice President and Chief September 3, 1996
- ----------------------- Financial Officer
RICHARD C. YONKER (Principal Financial and
Accounting Officer)
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Signature Title Date
- --------- ----- ----
/s/ Elias Typaldos Vice President, Research and September 3, 1996
- ----------------------- Development Director
Elias Typaldos
/s/ Gennaro Vendome Vice President, Enterprise Sales September 3, 1996
- ----------------------- and Director
Gennaro Vendome
/s/ Andreas Typaldos Chairman of the Board September 3, 1996
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Andreas Typaldos
/s/ Gregory Kopchinsky Director September 3, 1996
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Gregory Kopchinsky
/s/ Robert Migliorino Director September 3, 1996
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Robert Migliorino
Director , 1996
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Michel Berty
Director , 1996
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William Vogel
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration No. 00-26358 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(c) of this
Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP -- Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1995 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control).
99.6 Form of Stock Purchase Agreement.
99.7 Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.8 Form of Notice of Grant of Automatic Option Grant (Annual Grant).
99.9 Form of Automatic Stock Option Agreement.