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As filed with the Securities and Exchange Commission on December 30, 1994
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
IMRS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1326879
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 Long Ridge Road, Stamford, CT 06902
(Address of Principal Executive Offices) (Zip Code)
________________________
PILLAR CORPORATION* 1988 STOCK OPTION PLAN
PILLAR CORPORATION* 1992 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plans)
James A. Perakis
President and Chief Executive Officer
IMRS INC.
777 Long Ridge Road, Stamford, CT 06902
(Name and address of agent for service)
(203) 321-3500
(Telephone number, including area code of agent for service)
________________________
Approximate date of commencement of sales pursuant to plans:
From time to time after the Registration Statement has become effective.
*IMRS Pillar Corporation, a California corporation, is a wholly-owned
subsidiary of the issuer and the successor in interest to Masterplan Software,
Inc., a California corporation.
___________________
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Proposed Amount of
be registered registered maximum maximum registration
offering price aggregate fee
per share(1) offering price(1)
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1988 STOCK OPTION
PLAN
Common Stock (Par 21,684 $ N/A $ 50,261 $ 17.33
Value $.01)
1992 LONG-TERM
EQUITY INCENTIVE
PLAN
Common Stock (Par 48,574 $ N/A $127,353 $ 43.91
Value $.01)
Total Number of
Shares Registered: 70,258
Aggregate fee: $ 61.24
Minimum Filing Fee $100.00
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(1) All shares are issuable upon the exercise of outstanding options with fixed exercise
prices. Pursuant to Rule 457(h)(1), the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised. The offering
price per share set forth for such shares is the weighted average exercise price per share
at which such options are exercisable. Options granted under the 1988 Stock Option Plan have
a weighted average exercise price of $2.32 per share and options granted under the 1992
Long-Term Equity Incentive Plan have a weighted average exercise price of $2.62 per share.
All of the options granted pursuant to these plans are being registered hereby. There will
be no additional options grants under the plans in the future.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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Not required to be filed with the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
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Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by IMRS Inc. (the
"Company") are incorporated herein by reference as of their respective dates:
(a) The Company's Annual Report on form 10-K for the fiscal year ended
June 30, 1994 (the "Annual Report"), incorporating audited financial statements
for the fiscal year ended June 30, 1994. The audited financial statements
included in the Annual Report were examined and reported on by Ernst & Young
LLP, independent certified public accountants.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994.
(c) The Company's Current Report on Form 8-K dated as of November 29,
1994.
(d) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and incorporating by reference the information contained
in the Company's Registration Statement No. 33-42855 on Form S-1, as amended.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interest of Named Experts and Counsel.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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Article Seventh of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be liable for
any breach of fiduciary duty, except to the extent that the Delaware General
Corporation Law prohibits the elimination of liability of directors for breach
of fiduciary duty.
Article Twelfth of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that despite such adjudication but in view
of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the Registrant or
independent legal counsel determines that the applicable standard of conduct
required for indemnification has not been met. In the event of a determination
by the Registrant or independent legal counsel that the director or officer did
not meet the applicable standard of conduct required for indemnification, or if
the Registrant fails to make an indemnification payment within sixty (60) days
after such payment is claimed by such person, such person is permitted to
petition the court to make an independent determination as to whether such
person is entitled to indemnification. As a condition precedent to the right of
indemnification, the director or officer must give the Registrant notice of the
action for which indemnity is sought and the Registrant has the right to
participate in such action or assume the defense thereof.
Article Twelfth of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event the Delaware General Corporation Law
is amended to expand the indemnification permitted to directors or officers the
Registrant must indemnify those persons to the fullest extent permitted by such
law as so amended.
The Registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.
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Item 7. Exception from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, file No. 33-42855, and
incorporated herein by reference).
4.2 By-laws, as amended and restated, of the Registrant
(filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, file No. 33-42855, and
incorporated herein by reference).
4.3 Pillar Corporation 1988 Stock Option Plan (including a
copy of the Forms of Pillar NonStatutory Stock Option
Agreement and Amendment thereto).
4.4 Pillar Corporation 1992 Long-Term Equity Incentive Plan.
4.5 Form of Stock Option Grant under the Pillar Corporation
1992 Long-Term Equity Incentive Plan.
5.1 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Testa, Hurwitz & Thibeault (included in
Exhibit 5.1).
24.1 Power of Attorney (contained in Page 7 of this
Registration Statement).
Item 9. Undertakings.
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(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 Securities Act of 1933 (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
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fundamental change in the information set forth
in the registration statement;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Securities
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.
(b) 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
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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.
(c) 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.
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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 Stamford, State of Connecticut, on December 30, 1994.
IMRS INC.
By: /s/ James A. Perakis
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James A. Perakis
President and Chief Executive Officer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE appears below this Registration Statement
hereby constitutes and appoints James A. Perakis and Lucy Rae Ricciardi and each
of them, with full power to act without the other, 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 effective amendment) to
this Registration Statement on Form S-8 of IMRS Inc., 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 fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his 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 or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE CAPACITY DATE
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/s/ James A. Perakis President, Chief December 30, 1994
- ---------------------- Executive Officer
James A. Perakis and Director
(principal executive
officer)
/s/ Lucy Rae Ricciardi Chief Financial Officer December 30, 1994
- ---------------------- (principal financial
Lucy Rae Ricciardi and accounting officer)
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SIGNATURE CAPACITY DATE
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/s/ Gary G. Greenfield Director December 30, 1994
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Gary G. Greenfield
/s/ Harry S. Gruner Director December 30, 1994
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Harry S. Gruner
/s/ William W. Helman IV Director December 30, 1994
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William W. Helman IV
/s/ Marco Arese Lucini Director December 30, 1994
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Marco Arese Lucini
/s/ Aldo Papone Director December 30, 1994
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Aldo Papone
Director December __, 1994
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Robert W. Thomson
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Exhibits
Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, file No. 33-42855, and
incorporated herein by reference).
4.2 By-laws, as amended and restated, of the Registrant
(filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, file No. 33-42855, and
incorporated herein by reference).
4.3 Pillar Corporation 1988 Stock Option Plan (including a
copy of the Forms of Pillar NonStatutory Stock Option
Agreement and Amendment thereto).
4.4 Pillar Corporation 1992 Long-Term Equity Incentive
Plan.
4.5 Form of Stock Option Grant under the
Pillar Corporation 1992 Long-Term Equity Incentive
Plan.
5.1 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Testa, Hurwitz & Thibeault (included in
Exhibit 5.1).
24.1 Power of Attorney (contained in Page 7 of this
Registration Statement).