As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AWARD SOFTWARE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2893462
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(State of Incorporation) (I.R.S. Employer Identification No.)
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777 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
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(Address of principal executive offices)
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1995 STOCK OPTION PLAN
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(Full title of the plans)
GEORGE C. HUANG
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
777 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
(415) 968-4433
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
James C. Kitch, Esq.
Matthew P. Fisher, Esq.
Cooley Godward llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(415) 843-5000
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CALCULATION OF REGISTRATION FEE
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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
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Stock Options and
Common Stock (no 268,446 $10.8125 $2,902,573 $1,000.81
par value)
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(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 June 27, 1997 as reported on the
Nasdaq National Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-17607
The contents of Registration Statement on Form S-8 No. 333-17607 filed with
the Securities and Exchange Commission on December 11, 1996 are incorporated by
reference herein.
All reports and other 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 offered
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 of this
registration statement from the date of the filing of such reports and
documents.
EXHIBITS
EXHIBIT
NUMBER
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5 Opinion of Cooley Godward LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
SIGNATURES
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 Mountain View, State of California, on June 30, 1997.
AWARD SOFTWARE INTERNATIONAL, INC.
By:/s/ Kevin J. Berry
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Kevin J. Berry
Vice President, Finance, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
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/ George C. Huang Chairman of the Board, June 30, 1997
- ---------------------- President and Chief Executive
(George C. Huang) Officer (Principal Executive
Officer)
/s/ Kevin J. Berry Vice President, Finance, Chief June 30, 1997
- --------------------- Financial Officer, Treasurer and
(Kevin J. Berry) Secretary (Principal Financial and
Accounting Officer)
/s/ Cheng Ming Lee * Director June 30, 1997
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(Cheng Ming Lee)
/s/ David S. Lee * Director June 30, 1997
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(David S. Lee)
/s/ Masami Maeda * Director June 30, 1997
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(Masami Maeda)
/s/ Anthony Sun * Director June 30, 1997
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(Anthony Sun)
/s/ William P. Tai * Director June 30, 1997
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(William P. Tai)
* By Power-of-Attorney June 30, 1997
/s/ Kevin J. Berry
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Kevin J. Berry