As filed with the Securities and Exchange Commission on May 19, 1995 Registration No. 33-92522 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZITEL CORPORATION (Exact name of registrant as specified in its charter) ------------------ CALIFORNIA 94-2566313 (State of Incorporation) (I.R.S. Employer Identification No.) ------------------ 47211 BAYSIDE PARKWAY FREMONT, CA 94538 TELEPHONE: (510) 440-9600 (Address and telephone number of principal executive offices) ------------------ 1984 EMPLOYEE STOCK PURCHASE PLAN 1990 STOCK OPTION PLAN (Full title of the plans) HENRY C. HARRIS VICE PRESIDENT, FINANCE AND ADMINISTRATION, SECRETARY ZITEL CORPORATION 47211 BAYSIDE PARKWAY FREMONT, CA 94538 (510) 440-9600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------ Copies to: MICHAEL R. JACOBSON, ESQ. COOLEY GODWARD CASTRO HUDDLESON & TATUM FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CALIFORNIA 94306 ------------------ CALCULATION OF REGISTRATION FEE ============================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING TO BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF REGISTERED REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------- Stock Options and Common Stock (no par value) 500,000 $8.9375 $4,468,750.00 $1,540.95 ============================================================================================================================= <FN> (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on May 12, 1995 as reported on the NASDAQ National Market System. </FN> ================================================================================ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 33-47697 The contents of Registration Statement on Form S-8 No. 33-47697 filed with the Securities and Exchange Commission on May 6, 1992 are incorporated by reference herein. EXHIBITS EXHIBIT NUMBER - ------- 5 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. 1. SIGNATURES THE REGISTRANT. 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 Fremont, State of California, on May 17, 1995. ZITEL CORPORATION By: /s/ Henry C. Harris ------------------------------------ Henry C. Harris Vice President, Finance and Administration and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack H. King and Henry C. Harris, and each or any one of them, his true and lawful attorney-in-fact and agent, 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 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. 2. 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 /s/Jack H. King President, Chief Executive Officer May 18, 1995 - -------------------------- and Director (Jack H. King) /s/Henry C. Harris Chief Financial Officer (Principal May 18, 1995 - -------------------------- Financial and Accounting Officer) (Henry C. Harris) - -------------------------- Chairman of the Board of Directors May , 1995 (William R. Lonergan) --- /s/Catherine P. Goodrich Director May 18, 1995 - -------------------------- (Catherine P. Goodrich) - -------------------------- Director May , 1995 (William M. Regitz) --- /s/Robert H. Welch Director May 18, 1995 - -------------------------- (Robert H. Welch) 3. EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER 5 Opinion of Cooley Godward Castro Huddleson & Tatum 8 23.1 Consent of Coopers & Lybrand L.L.P. 10 23.2 Consent of Cooley Godward Castro Huddleson & Tatum 8 is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. 4 4.