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As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-04131
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
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VISIONEER, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3156479
(State of incorporation) (I.R.S. Employer Identification No.)
34800 CAMPUS DRIVE
FREMONT, CA 94555
(Address of principal executive offices)
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1995 EMPLOYEE STOCK PURCHASE PLAN
1993 INCENTIVE STOCK OPTION PLAN
1995 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
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Michael A. McConnell
President & Chief Executive Officer
VISIONEER, INC.
34800 Campus Drive
Fremont, CA 94555
(510) 608-0300
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
John V. Bautista
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
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The Registrant hereby amends Item 3 of its Registration Statement on
Form S-8 (Registration No. 0-27038) filed with the Securities and Exchange
Commission (the "Commission") on May 17, 1996 to read in full as set forth
below. The purpose of the amendment is to refer to the Registration Statement
on Form 8-A filed with the Commission on October 31, 1996 in connection with
the Registrant's adoption of a stockholder rights plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference:
(a) The Registrant's Prospectus filed on December 11, 1995
pursuant to Rule 424(b) of the Securities Act and the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 filed on March 30,
1996 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Registrant's Annual Report on Form 10-K contains audited
financial statements for the Registrant's fiscal year ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(c) Items 1 and 2 of the Registrant's Registration Statement on
Form 8-A filed on October 20, 1995 pursuant to Section 12 of the Exchange Act
of 1934. Also Items 1 and 2 of the Registrant's registration Statement on Form
8-A filed on October 31, 1996 pursuant to Section 12 of the Exchange Act.
All 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 hereby
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, VISIONEER, INC., a corporation organized and existing under the
laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective
Amendment No. 1 on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fremont, State of California, on this
February 26, 1997
VISIONEER, INC.
By: /s/ Michael A. McConnell
--------------------------------
Michael A. McConnell
President & Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. McConnell and Geoffrey C.
Darby, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his or
her name, place or stead, in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting to each attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as he or she might
or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael A. McConnell President, Chief Executive Officer and February 26, 1997
- ---------------------------------- Chairman of the Board of Directors
Michael A. McConnell (Principal Executive Officer)
/s/ Geoffrey C. Darby Vice President of Finance and February 26, 1997
- ---------------------------------- Administration and Chief Financial
Geoffrey C. Darby Officer (Principal Financial and
Accounting Officer)
/s/ William J. Harding Director February 26, 1997
- ----------------------------------
William J. Harding
/s/ James P. Lally Director February 26, 1997
- ----------------------------------
James P. Lally
/s/ David F. Marquardt Director February 26, 1997
- ----------------------------------
David F. Marquardt
/s/ Vincent Worms Director February 26, 1997
- ----------------------------------
Vincent Worms
</TABLE>
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