Filed with the Securities and Exchange Commission on March 2, 2001
Registration No. 333-____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Asante Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 77-0200286
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
821 Fox Lane
San Jose, California 95131
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(Address of principal executive offices)
(Zip code)
Asante Technologies, Inc.
1990 Stock Option Plan
1993 Employee Stock Purchase Plan
2000 Nonstatutory Stock Option Plan
2001 Stock Plan
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(Full title of the Plan)
Wilson Wong
President and Chief Executive Officer
Asante Technologies, Inc.
821 Fox Lane
San Jose, California 95131
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 435-8388.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of Securities to be Amount to be offering price aggregate registration
registered(1) registered(2) per share(3) price(3) fee
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1990 Stock Option Plan
Common Stock
Par Value $0.001 237,316 $ 0.78 $ 185,108.82 $ 46.30
1993 Employee Stock
Purchase Plan
Common Stock
Par Value $0.001 500,000 $ 0.66 $ 330,000.00 $ 82.50
2000 Nonstatutory Stock
Option Plan
Common Stock
Par Value $0.001 120,000 $ 0.78 $ 93,600.00 $ 23.40
2001 Stock Plan
Common Stock
Par Value $0.001 1,000,000 $ 0.78 $ 780,000.00 $ 195.00
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Total 1,857,316 $ 1,398,708.80 $ 349.68
<FN>
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1 The securities to be registered include options and rights to acquire
Common Stock.
2 Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
3 Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. For the 1990 Stock Option Plan, 2000 Nonstatutory Stock
Option Plan and the 2001 Stock Plan the price is based upon the average of
the high and low prices of the Common Stock on March 1, 2001, as reported
on the OTC Bulletin Board. The 1993 Employee Stock Purchase Plan
establishes a purchase price not less than 85% of the fair market value of
the Company's Common Stock, and therefore, the price for shares under this
plan is based upon 85% of the average of the high and low prices of the
Common Stock on March 1, 2001, as reported on the OTC Bulletin Board.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Asante Technologies, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
fiscal year ended September 30, 2000 as filed with the Commission on December
29, 2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The Company's Registration Statement on Form S-1 (file no.
33-70300) under the Securities Act, in the Form declared effective on December
10, 1993.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on December 10, 1993 pursuant
to Section 12(g) of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends or stock redemptions or
repurchases, or for any transaction from which the director derives an improper
personal benefit. As permitted by the statute, the Company has adopted
provisions in its Certificate of Incorporation which eliminate to the fullest
extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
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 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; and
(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 (1)(i) and (l)(ii) do 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
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.
SIGNATURE
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 Jose, State of California, on February 13,
2001.
ASANTE TECHNOLOGIES, INC.
By: /s/ Anthony Contos
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Anthony Contos
Vice President Finance &
Administration and Secretary
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Asante Technologies, Inc. whose
signatures appear below, hereby constitute and appoint Wilson Wong and Anthony
Contos, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on February 13, 2001.
Signature Title
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/s/ Wilson Wong Chairman of the Board, Chief Executive
- -------------------------- Officer, and President (Principal
Wilson Wong Executive Officer)
/s/ Anthony Contos Vice President Finance &
- -------------------------- Administration and Secretary
Anthony Contos (Principal Financial and Accounting
Officer)
- -------------------------- Director
Jeff Lin
/s/ Edmond Tseng Director
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Edmond Tseng
/s/ Michael Kaufman Director
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Michael Kaufman
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company adopted on
September 23, 1993, is incorporated by reference to Exhibit 3.1B to the
Company's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on December 10, 1993 (No. 33-70300)
4.2 Bylaws of the Company adopted September 28, 1993, is incorporated by
reference to Exhibit 3.2B to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on December
10, 1993 (No. 33-70300)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24 Power of Attorney (included in signature pages to this registration
statement)