As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INTEGRATED SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
California 94-2658153
(State of incorporation) (I.R.S. employer identification no.)
201 Moffett Park Drive
Sunnyvale, California 94089
(Address of principal executive offices)
Options granted under the Epilogue Technology Corporation
1994 Stock Option Plan
and assumed by Integrated Systems, Inc.
(Full title of the Plan)
Narendra K. Gupta
Integrated Systems, Inc.
201 Moffett Park Drive
Sunnyvale, California 94089
(408) 542-1500
(Name, address and telephone number of agent for service)
Copies to:
Mona Chandra, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
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Common Stock 69,033(1) $7.50(2) $517,748 $178.00
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<FN>
(1) Shares subject to options assumed as of July 29, 1996.
(2) Weighted average per share exercise price of outstanding options assumed
as of July 29, 1996.
</FN>
ITEM 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "1933 Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which
such statements have been filed.
(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 annual report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed with the
Commission under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable as to Interests of Named Experts and Counsel.
The consolidated balance sheets as of February 28, 1995 and 1996 and
the consolidated statements of operations, shareholders' equity and cash flows
for each of the three years in the period ended February 28, 1996, and the
related financial statement schedule incorporated by reference in this
Registration Statement and appearing in Registrant's Annual Report on Form 10-K
filed April 12, 1996 (File Number 0-18268) have been incorporated herein in
reliance upon the report of Coopers & Lybrand L.L.P., independent accountants.
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ITEM 6. Indemnification of Directors and Officers.
The provisions of Section 317 of the California Corporations Code,
Article VI of the Registrant's Articles of Incorporation and Article VI of the
Registrant's By-laws provide for indemnification for expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that any person is or was a
director or officer of the Registrant. The Registrant's directors and executive
officers have also entered into Indemnity Agreements with the Registrant that
give such directors and executive officers contractual assurances regarding the
scope of the indemnification and liability limitations set forth in the
Registrant's Articles of Incorporation and By-laws. The indemnification may be
sufficiently broad to permit indemnification of the Registrant's executive
officers and directors for liabilities arising under the 1933 Act. In addition,
Article V of the Registrant's Articles of Incorporation provides that the
liability of the Registrant's directors shall be eliminated to the fullest
extent permissible under California law.
The Registrant maintains a director and officer liability insurance
policy with a per annum policy limit of $1,000,000, all claims and coverages,
and a deductible of $100,000 per annum.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The following exhibits are filed herewith:
4.01 Registrant's Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.01(i) to the
Registrants' Form 10-K for the year ended February 28, 1996).
4.02 Registrant's Bylaws, as amended to date.
4.03 Epilogue Technology Corporation 1994 Stock Option Plan, as
amended to date.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand L.L.P.
24.01 Power of Attorney (see page 6).
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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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission 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 that 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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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
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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 hereby, 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.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual and corporation
whose signature appears below constitutes and appoints Narendra K. Gupta and
Steven Sipowicz, and each of them, his, her or its true and lawful
attorneys-in-fact and agents with full power of substitution, for him, her or it
and in his, her or its name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and to file the same with all exhibits
thereto and all 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 and about the premises, as fully to all
intents and purposes as he, she or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his, her, its or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Sunnyvale, State of California, on this 26th day of
September, 1996.
INTEGRATED SYSTEMS, INC.
By: /s/ Narendra K. Gupta
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Narendra K. Gupta, Secretary
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
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Principal Executive Officers:
/s/ Narendra K. Gupta Secretary and Chairman of the September 26, 1996
- ------------------------------------ Board of Directors
Narendra K. Gupta
/s/ David P. St. Charles President, Chief Executive September 26, 1996
- ------------------------------------ Officer and Director
David P. St. Charles
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Principal Financial Officer and Principal Accounting Officer:
/s/ Steven Sipowicz Vice President, Finance September 26, 1996
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Steven Sipowicz
Additional Directors:
/s/ Thomas Kailath Director September 26, 1996
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Thomas Kailath
/s/ Vinita Gupta Director September 26, 1996
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Vinita Gupta
/s/ John C. Bolger Director September 26, 1996
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John C. Bolger
/s/ Richard C. Murphy Director September 26, 1996
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Richard C. Murphy
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Exhibit Index
Exhibit Description
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4.01 Registrant's Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.01(i) to the
Registrant's Form 10-K for the year ended February 28, 1996).
4.02 Registrant's Bylaws, as amended to date.
4.03 Epilogue Technology Corporation 1994 Stock Option Plan, as
amended to date.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand L.L.P.
24.01 Power of Attorney (see page 6).
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