1
As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333- _________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 205499
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MUSTANG SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 7372 77-0204718
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
or Organization) Classification Code Number)
6200 Lake Ming Road
Bakersfield, California 93306
(Address of Principal Executive Offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
James A. Harrer, President and C.E.O.
Mustang Software Incorporated
6200 Lake Ming Road
Bakersfield, California 93306
(805) 873-2500
(Name, Address, and Telephone Number, Including Area Code, of Agent for
Service)
Copies to:
Mark A. Klein, Esq.
Freshman, Marantz, Orlanski,
Cooper & Klein
9100 Wilshire Boulevard, 8-East
Beverly Hills, California 90212
(310) 273-1870
Fax: (310) 274-8357
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [#]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Amount to be Price per Offering Registration
Title of Securities to be Registered Registered Share(1) Price(1) Fee
------------------------------------ ------------ --------- --------- ------------
Common Stock, no par value . . . . . . . 50,000 shares $4.00 $200,000 $68.97
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h)(1).
=============================================================================
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in this Part I are
being separately provided to the Registrant's employees, officers, directors
and consultants as specified by Rule 428(b)(1).
I-1
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereto from the date of filing of such
documents.
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1995.
(b) All reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
financial statements included in the above- mentioned Annual Report on Form
10-KSB.
(c) The section of the Registrant's Prospectus dated April 5, 1995
entitled "Description of Capital Stock -- Common Stock."
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation and By-Laws provide for
indemnification of the officers and directors of the Registrant to the full
extent permitted by law. The General Corporation Law of the State of
California permits a corporation to limit, under certain circumstances, a
director's liability for monetary damages and actions brought by or in the
right of the corporation. The Registrant's Articles of Incorporation also
provide for the elimination of the liability of directors from monetary damages
to the full extent permitted by law.
II-1
4
The Registrant has entered into agreements to indemnify its directors
and officers in addition to the indemnification provided for in its Articles of
Incorporation and By-Laws. These agreements, among other things, indemnify the
Registrant's directors and officers for certain expenses (including attorneys'
fees), judgments, fines and settlement amounts incurred in any action or
proceeding, including any action by or in the right of the Registrant, on
account of services as a director or officer of the Registrant, as a director
or officer of any subsidiary of the Registrant, or as a director or officer of
any other enterprise to which the person provides services at the request of
the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Numbers
-------
4.1 Mustang Software, Inc. Employee Stock Purchase Plan.
4.2 Form of Subscription Agreement under Employee Stock Purchase Plan
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein.
24.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein (included in Exhibit 5).
24.2 Consent of Independent Public Accountants
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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
II-2
5
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 6 of this Registration Statement 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 hereunder, 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.
II-3
6
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 Saugus, State of California, on this 27th day of
June, 1996.
MUSTANG SOFTWARE, INC.
By: /s/ JAMES A. HARRER
--------------------------------
James A. Harrer
President, Chief Executive
Officer and Chairman of the Board
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/ JAMES A. HARRER President, Chief Executive Officer
- -------------------------------------------------- and Chairman of the Board
James A. Harrer (Principal Executive Officer) June 27, 1996
/s/ RICHARD J. HEMING Vice President, Chief Operations
- -------------------------------------------------- Officer, Secretary and Director June 27, 1996
Richard J. Heming
/s/ C. SCOTT HUNTER Vice President of Engineering and
- -------------------------------------------------- Director June 27, 1996
C. Scott Hunter
/s/ DONALD M. LEONARD Vice President Finance and Chief
- -------------------------------------------------- Financial Officer
Donald M. Leonard (Principal Financial and
Accounting Officer) June 27, 1996
/s/ JAMES STANLEY ("STAN") HARRIS
- --------------------------------------------------
James Stanley ("Stan") Harris Director June 27, 1996
/s/ STANLEY A. HIRSCHMAN
- --------------------------------------------------
Stanley A. Hirschman Director June 27, 1996
/s/ MICHAEL S. NOLING
- --------------------------------------------------
Michael S. Noling Director June 27, 1996
II-4
7
EXHIBIT INDEX
Exhibit
Number Page
- ------- ----
4.1 Mustang Software, Inc. Employee Stock Purchase Plan.
4.2 Form of Subscription Agreement under Employee Stock Purchase Plan
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein.
24.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein (included
in Exhibit 5).
24.2 Consent of Independent Public Accountants
II-5