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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DATAWORKS CORPORATION
(Exact name of Registrant as specified in its charter)
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California 33-0209937
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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5910 Pacific Center Boulevard, Suite 300
San Diego, CA 92121
(Address of principal executive offices)
1995 EQUITY INCENTIVE PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
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Stuart W. Clifton
Chairman, President and Chief Executive Officer
DATAWORKS CORPORATION
5910 Pacific Center Boulevard, Suite 300
San Diego, California 92121
(Name and address of agent for service)
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(619) 546-9600
(Telephone number, including area code, of agent for service)
Copies to:
Frederick T. Muto, Esq.
Thomas A. Coll, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, no par value 2,150,000 shares $8.8125 $18,946,875 $5,590
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1). The price per
share and the aggregate offering price are calculated on the basis of
the average of the high and low sales prices of Registrant's Common
Stock on July 20, 1998 as reported on the Nasdaq National Market for
shares issuable under the 1995 Equity Incentive Plan, as amended, the
1995 Non-Employee Directors' Stock Option Plan, as amended, and the 1995
Employee Stock Purchase Plan, as amended.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering (1) an additional 1,250,000 shares of the Company's Common Stock to
be issued pursuant to the Company's 1995 Equity Incentive Plan, as amended (the
"Equity Plan"), (2) an additional 750,000 shares of the Company's Common Stock
to be issued pursuant to the Company's 1995 Employee Stock Purchase Plan, as
amended (the "Purchase Plan"), and (3) an additional 150,000 shares of the
Company's Common Stock to be issued pursuant to the Company's 1995 Non-Employee
Directors' Stock Option Plan, as amended (the "Directors' Plan"). The
Registration Statements on Form S-8 previously filed with the Commission
relating to the Equity Plan, the Purchase Plan and the Directors' Plan (File
Nos. 33-99586 and 333-45561) are incorporated by reference herein.
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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 San Diego, State of California, on the 22nd day
of July, 1998.
DATAWORKS CORPORATION
By: /s/ STUART W. CLIFTON
Stuart W. Clifton
Chief Executive Officer, President and Chairman
of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stuart W. Clifton, Norman R. Farquhar and
Bradley J. Thies, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for the undersigned and in his name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to the
Registration Statement and to file the same, with all 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 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 attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, 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 below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ STUART W. CLIFTON President, Chief Executive Officer, July 22, 1998
- ---------------------------- Chairman of the Board and Director
Stuart W. Clifton (Principal Executive Officer)
/s/ NORMAN R. FARQUHAR Executive Vice President, Chief July 22, 1998
- ---------------------------- Financial Officer and Director
Norman R. Farquhar (Principal Financial Officer)
/s/ RICK E. RUSSO Vice President, Finance (Principal July 22, 1998
- ---------------------------- Accounting Officer)
Rick E. Russo
/s/ NATHAN W. BELL Director July 22, 1998
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Nathan W. Bell
/s/ TONY N. DOMIT Director July 22, 1998
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Tony N. Domit
/s/ WILLIAM P. FOLEY II Director July 22, 1998
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William P. Foley II
/s/ RONALD S. PARKER Director July 22, 1998
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Ronald S. Parker
- ---------------------------- Director July 22, 1998
Roy Thiele-Sardina
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration
Statement.
24.1 Power of Attorney is contained on the signature page.
99.1 Registrant's 1995 Equity Incentive Plan, as amended.
99.2 Registrant's 1995 Non-Employee Directors' Stock Option Plan, as amended.
99.3 Registrant's 1995 Employee Stock Purchase Plan, as amended.