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Registration No. 333-
As filed with the Securities and Exchange Commission on September 22, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SCC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0796285
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
6285 LOOKOUT ROAD
BOULDER, COLORADO 80301
(Address, including zip code of Principal Executive Offices)
SCC COMMUNICATIONS CORP. 1998 STOCK INCENTIVE PLAN
SCC COMMUNICATIONS CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
MR. GEORGE K. HEINRICHS, PRESIDENT
SCC COMMUNICATIONS CORP.
6285 LOOKOUT ROAD
BOULDER, COLORADO 80301
(303) 581-5600
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title of each class of maximum maximum Amount of
securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee
- ------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value per
share 2,101,055 shares $6.9375 $14,576,069 $4,300
========================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low selling
prices reported on the Nasdaq National Market on September 17, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) the Registrant's prospectus filed pursuant to Rule
424(b) under the Securities Act on June 26, 1998 (File No. 333-49767);
(b) the description of the Registrant's Common Stock
contained in the Registrant's Registration Statement filed under the Exchange
Act on Form 8-A (File No. 000- 29678), including any amendment or report filed
for the purpose of updating such description.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as the "Incorporated Documents"). Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed Incorporated Document
or in any prospectus or prospectus supplement modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of the Registrant's common stock
being registered pursuant to this Registration Statement will be passed upon for
the Registrant by Ireland, Stapleton, Pryor & Pascoe, P.C. As of August 24,
1998, a member of such firm was the beneficial owner (for purposes of the
Exchange Act) of 100 shares of the Registrant's common stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the
"DGCL") permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations. The
Registrant's Bylaws include provisions to require the Registrant to indemnify
its directors and executive officers to the fullest extent permitted by the
DGCL, including circumstances in which indemnification is otherwise
discretionary; the Bylaws further permit the Registrant to indemnify other
officers, employees and agents as permitted by the DGCL. The Registrant has
entered into indemnification agreements with each of its directors and officers
to effect such indemnification obligations. In addition, the Registrant
maintains directors' and officers' liability coverage to insure its
indemnification of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
3.2 Form of Restated Bylaws (incorporated by reference from
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.1 Form of stock certificate (incorporated by reference from
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.2 SCC Communications Corp. 1998 Stock Incentive Plan
(incorporated by reference from Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
4.3 Form of Incentive Stock Option Agreement.
4.4 Form of Non-Qualified Stock Option Agreement.
4.5 SCC Communications Corp. 1990 Stock Option Plan (incorporated
by reference from Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-49767)).
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4.6 SCC Communications Corp. Employee Stock Purchase Plan
(incorporated by reference from Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding
the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included
in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
a. 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.
b. That, for the purpose of determining any liability under
the Securities Act of 1933, each 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.
c. 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.
d. 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 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.
e. To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
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under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
f. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 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 Boulder, State of Colorado, on September 22,
1998.
SCC COMMUNICATIONS CORP.
By: /S/ GEORGE K. HEINRICHS
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George K. Heinrichs,
President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and/or officers of the Registrant, by
virtue of their signatures to this Registration Statement appearing below,
hereby constitute and appoint George K. Heinrichs or Nancy K. Hamilton, or
either of them, with full power of substitution, as attorney-in-fact in their
names, places and steads to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their names and hereby ratify all
that said attorneys-in-fact may do by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signatures Title Date
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/s/ GEORGE K. HEINRICHS President, Chief Executive Officer September 22, 1998
- ---------------------------- and Director (Principal Executive
George K. Heinrichs Officer)
/s/ NANCY K. HAMILTON Chief Financial Officer and Senior September 22, 1998
- ---------------------------- Vice President (Principal Financial
Nancy K. Hamilton and Accounting Officer)
/s/ JOHN J. SIMS Chief Operating Officer September 22, 1998
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John J. Sims
/s/ JOHN G. HILL Director September 22, 1998
- ----------------------------
John G. Hill
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/s/ DARRELL A. WILLIAMS Director September 22, 1998
- --------------------------
Darrell A. Williams
/s/ DAVID KRONFELD Director September 22, 1998
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David Kronfeld
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EXHIBIT INDEX
Exhibit
No. Description
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3.1 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
3.2 Form of Restated Bylaws (incorporated by reference from
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.1 Form of stock certificate (incorporated by reference from
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.2 SCC Communications Corp. 1998 Stock Incentive Plan
(incorporated by reference from Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
4.3 Form of Incentive Stock Option Agreement.
4.4 Form of Non-Qualified Stock Option Agreement.
4.5 SCC Communications Corp. 1990 Stock Option Plan (incorporated
by reference from Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-49767)).
4.6 SCC Communications Corp. Employee Stock Purchase Plan
(incorporated by reference from Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding
the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included
in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").