AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 2002
REGISTRATION NO. 333-98823
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXTENDED SYSTEMS INCORPORATED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 82-0399670
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5777 NORTH MEEKER AVENUE
BOISE, ID 83713
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
1998 STOCK PLAN
EXTENDED SYSTEMS INCORPORATED 2001 APPROVED SHARE OPTION SCHEME
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(FULL TITLE OF THE PLAN)
STEVEN D. SIMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXTENDED SYSTEMS INCORPORATED
5777 NORTH MEEKER AVENUE
BOISE, IDAHO 83713
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(208) 322-7575
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per 9,995 $7.45 $74,462.75 $6.86
share) reserved for issuance under the
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 10,000 $6.96 $69,600.00 $6.41
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 1,000 $6.92 $6,920.00 $0.64
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 12,000 $6.85 $82,200.00 $7.57
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 1,000 $6.68 $6,680.00 $0.62
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 500 $4.20 $2,100.00 $0.20
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 1,000 $4.10 $4,100.00 $0.38
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 500 $3.10 $1,550.00 $0.15
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 400 $2.40 $960.00 $0.09
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 1,000 $3.80 $3,800.00 $0.35
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 100,000 $3.76 $376,000.00 $34.60
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 2,500 $3.95 $9,875.00 $ 0.91
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 303,225 $4.05 $1,228,061.25 $112.99
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the 140,000 $2.60 $364,000.00 $33.49
1998 Stock Plan
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the
Extended Systems Incorporated 2001 9,489 $15.125 $143,521.13 $13.21
Approved Share Option Scheme
- -------------------------------------- -------------- ------------- ------------- ------------
Common Stock (par value $0.001 per
share) reserved for issuance under the
Extended Systems Incorporated 2001 9,500 $2.60 $24,700.00 $2.28
Approved Share Option Scheme
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Totals 602,109 $2,398,530.13 $220.75
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(1) This Registration Statement is an amendment to the Registrant's Form S-8
Registration Statement (No. 333-98823), filed with the Securities and
Exchange Commission on August 28, 2002. This Registration Statement only
corrects some clerical errors and does not register additional shares.
(2) Estimated, in accordance with Rule 457(h) of the Regulation C promulgated
under the Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee.
EXTENDED SYSTEMS INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We are incorporating by reference into this Registration Statement the
following documents that we filed with the Securities and Exchange Commission:
(a) Our latest Annual Report on Form 10-K for the year ended June
30, 2001, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") (File No.
000-23597).
(b) Our Quarterly Reports on Form 10-Q for the quarters ended,
September 30, 2001, December 31, 2001, March 31, 2002, filed
pursuant to Section 13(a) of the 1934 Act (File No. 000-23597).
(c) Our Current Report on Form 8-K dated May 28, 2002, filed
pursuant to Section 13 or 15(d) of the 1934 Act (File No.
000-23597).
(d) The description of our Common Stock contained in our
Registration Statement on Form 8-A, pursuant to Section 12(b) of
the 1934 Act (File No. 1-10658), including any amendment or
report filed with the Securities and Exchange Commission for the
purpose of updating such description.
All reports and other documents filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act after the date of this Registration
Statement 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 in this
Registration Statement and to be part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Our Amended and Restated Certificate of Incorporation provides for the
indemnification of directors to the fullest extent permissible under Delaware
law.
Our Bylaws provide for the indemnification of officers, directors and
third parties acting on our behalf if such person acted in good faith and in a
manner reasonably believed to be in and not opposed to our best interest, and,
with respect to any criminal action or proceeding, the indemnified party had no
reason to believe his conduct was unlawful.
We have entered into indemnification agreements with our directors and
executive officers, in addition to indemnification provided for in our Bylaws,
and intend to enter into indemnification agreements with any new directors and
executive officers in the future.
We carry officer and director liability insurance with respect to
certain matters, including matters arising under the Securities Act of 1933, as
amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
4.1 Form of Common Stock Certificate (1)
5.1 Opinion of Counsel
10.2.1 1998 Stock Plan and Form of Stock Option Agreement thereunder (1)
10.2.2 Amendment 1 to the 1998 Stock Plan (2)
10.8 Extended Systems Incorporated 2001 Approved Share Option Scheme (2)
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney*
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* Previously filed.
(1) Incorporated by reference to our Registration Statement on Form S-1 (File
No. 333-42709), as amended, which was declared effective by the Securities
and Exchange Commission on March 4, 1998.
(2) Incorporated by reference to our Annual Report on Form 10-K for the fiscal
year ended June 30, 2001, which was filed with the Securities and Exchange
Commission on September 17, 2001.
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(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
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previously disclosed in the Registration Statement or
any material change to this information in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
will 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) We hereby undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual
report pursuant to Section 13(a) or Section 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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 our directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have 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 our payment
of expenses incurred or paid by one of our directors, officers or
a controlling person 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, we 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, as amended,
we hereby certify that we have reasonable grounds to believe that we meet all of
the requirements for filing on Form S-8 and have duly caused this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 to be signed on our behalf
by the undersigned, thereunto duly authorized, in the City of Boise, State of
Idaho, on this 12th day of September, 2002.
EXTENDED SYSTEMS INCORPORATED
By: /s/ Karla K. Rosa
----------------------------
Karla K. Rosa
Vice President of Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has
been signed on September 12, 2002, by the following persons in the capacities
indicated.
SIGNATURE TITLE
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/s/ Steven D. Simpson* President, Chief Executive
- --------------------------- Officer and Director
Steven D. Simpson
/s/ Karla K. Rosa Vice President, Finance, and
- --------------------------- Chief Financial Officer (Principal
Karla K. Rosa Financial and Accounting Officer)
/s/ Raymond A. Smelek* Director
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Raymond A. Smelek
/s/ Charles W. Jepson* Director
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Charles W. Jepson
/s/ John J. Katsaros* Director
- ---------------------------
John J. Katsaros
/s/ John M. Russell* Director
- ---------------------------
John M. Russell
/s/ S. Scott Wald* Director
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S. Scott Wald
/s/ Douglas B. Winterrowd* Director
- ---------------------------
Douglas B. Winterrowd
*By: /s/ Karla S. Rosa
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Karla S. Rosa
Attorney-in-fact
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EXHIBIT INDEX
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
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4.1 Form of Common Stock Certificate (1)
5.1 Opinion of Counsel
10.2.1 1998 Stock Plan and Form of Stock Option Agreement thereunder (1)
10.2.2 Amendment 1 to the 1998 Stock Plan (2)
10.8 Extended Systems Incorporated 2001 Approved Share Option Scheme (2)
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney *
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* Previously filed.
(1) Incorporated by reference to our Registration Statement on Form S-1 (File
No. 333-42709), as amended, which was declared effective by the Securities
and Exchange Commission on March 4, 1998.
(2) Incorporated by reference to our Annual Report on Form 10-K, which was
filed with the Securities and Exchange Commission on September 17, 2001.
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