AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2002
REGISTRATION NO. 333-__________
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXTENDED SYSTEMS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 82-0399670
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5777 NORTH MEEKER AVENUE, BOISE, ID 83713
(Address of principal executive office) (Zip Code)
1998 STOCK PLAN
EXTENDED SYSTEMS INCORPORATED 2001 APPROVED SHARE OPTION SCHEME
(Full title of the plan)
STEVEN D. SIMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXTENDED SYSTEMS INCORPORATED
5777 NORTH MEEKER AVENUE
BOISE, IDAHO 83713
(Name and address of agent for service)
(208) 322-7575
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================= ================ ================ ===================== =================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved 323,016 $2.60 (3) $839,841.60 (3) $77.27
for issuance under the 1998 Stock Plan
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved 93,864 $1.48 (2) $138,918.72 (2) $12.79
for issuance under the 1998 Stock Plan
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 6,737 $15.125 (3) $101,897.13 (3) $9.38
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 1,899 $6.75 (3) $12,818.25 (3) $1.18
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 3,000 $7.11 (3) $21,330.00 (3) $1.97
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 2,000 $6.85 (3) $13,700.00 (3) $1.27
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 1,000 $2.85 (3) $2,850.00 (3) $0.27
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 20,000 $4.05 (3) $81,000.00 (3) $7.46
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 1,400 $6.88 (3) $9,632.00 (3) $0.89
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 4,000 $2.38 (3) $9,520.00 (3) $0.88
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 27,749 $2.60 (3) $72,147.40 (3) $6.64
2001 Approved Share Option Scheme
- ------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated 13,226 $1.48 (2) $19,574.48 (2) $1.81
2001 Approved Share Option Scheme
- ---------------------------------------------------------------------------------------------------------------------------------
Totals 497,891 $1,323,229.58 $121.81
======================================================= ================ ================ ===================== =================
(1) This Registration Statement shall also cover any additional shares of our
Common Stock that become issuable under the 1998 Stock Plan and the
Extended Systems Incorporated 2001 Approved Share Option Scheme (each a
"Plan", and together the "Plans") by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration that results in an increase in the number of
our outstanding shares of Common Stock.
(2) Estimated, in accordance with Rule 457(c) of Regulation C promulgated under
the Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee on the basis of $1.48 per share, the
average of the high and low price of the Common Stock as reported on Nasdaq
National Market on September 30, 2002.
(3) Estimated, in accordance with 457(h) of 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 have filed with the Securities and Exchange
Commission:
(a) Our latest Annual Report on Form 10-K for the year ended June
30, 2002, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") (File No.
000-23597).
(b) Our Current Reports on Form 8-K filed on September 16, 2002,
filed pursuant to Section 13 or 15(d) of the 1934 Act (File No.
000-23597).
(c) 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 (see page 5)
- --------------------------------------------------------------------------------
(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, 2002, which was filed with the Securities and Exchange
Commission on September 23, 2002.
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 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.
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
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 1st day of October, 2002.
EXTENDED SYSTEMS INCORPORATED
By: /s/ Karla K. Rosa
---------------------------------------
Karla K. Rosa
Vice President of Finance and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Simpson and Karla K. Rosa,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by the following
persons in the capacities
and on the dates indicated.
SIGNATURE TITLE Date
--------- ----- ----
/s/ Steven D. Simpson President, Chief Executive 10/1/02
-------------------------- Officer and Director (Principal
Steven D. Simpson Executive Officer)
/s/ Karla K. Rosa Vice President, Finance, and 10/1/02
-------------------------- Chief Financial Officer
Karla K. Rosa (Principal Financial and
Accounting Officer)
/s/ Raymond A. Smelek Director 10/1/02
--------------------------
Raymond A. Smelek
/s/ Charles W. Jepson Director 10/1/02
--------------------------
Charles W. Jepson
/s/ John J. Katsaros Director 10/1/02
--------------------------
John J. Katsaros
/s/ Russel H. McMeekin Director 10/1/02
--------------------------
Russel McMeekin
/s/ John M. Russell Director 10/1/02
--------------------------
John M. Russell
/s/ S. Scott Wald Director 10/1/02
--------------------------
S. Scott Wald
/s/ Douglas B. Winterrowd Director 10/1/02
--------------------------
Douglas B. Winterrowd
EXHIBIT INDEX
- --------------------------------------------------------------------------------
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 (page 5)
- --------------------------------------------------------------------------------
(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, 2002, which was filed with the Securities and Exchange
Commission on September 23, 2002.