<PAGE>
As filed with the Securities and Exchange Commission on February 21, 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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DELTAPOINT, INC.
(Exact Name of Registrant as Specified in its charter)
<TABLE>
<CAPTION>
<C> <S> <S>
CALIFORNIA 7372 77-0216760
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
22 LOWER RAGSDALE DRIVE
MONTEREY, CALIFORNIA 93940
(Address of principal executive offices) (Zip Code)
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DELTAPOINT, INC.
1992 NON-STATUTORY STOCK OPTION PLAN
(Full title of the Plan)
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JOHN J. AMBROSE
CHIEF EXECUTIVE OFFICER
DELTAPOINT, INC.
22 LOWER RAGSDALE DRIVE
MONTEREY, CALIFORNIA
(Name and address of agent for service)
(408) 648-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
<C> <S> <S>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
Options 28,301 N/A N/A N/A
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Common Stock (par value $.01) 28,301 $5.75 $162,730.75 $100
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1992 Non-Statutory Stock
Option Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
Common Stock of DeltaPoint, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of DeltaPoint, Inc. on
February 18, 1997.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
DeltaPoint, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) (i) The Registrant's report on Form 10-K for the fiscal year
ended December 31, 1995;
(ii) The Registrant's report on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; and
(b) The Registrant's Registration Statement No. 0-27328 on Form 8-A
filed with the SEC on December 4, 1995 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
together with amendments thereto, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 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
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of
filing of 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
As permitted by Section 204(a) of the California General Corporation
Law, the Registrant's Articles of Incorporation eliminate a director's
personal liability for monetary damages to the Registrant and its
shareholders arising from a breach or alleged breach of the director's
fiduciary duty, except for liability arising under Sections 310 and
316 of the California General Corporation Law or liability for (i)
acts or omissions that involve intentional misconduct or knowing and
culpable violation of law, (ii) acts or omissions that a director
believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of
the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless
disregard for the director's duty to the Registrant or its
shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Registrant or its shareholders. This provision
does not eliminate the directors' duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms
of non-monetary relief would remain available under California law.
Sections 204(a) and 317 of the California General Corporation Law
authorize a corporation to indemnify its directors, officers,
employees and other agents in terms sufficiently broad to permit
indemnification
II-2
<PAGE>
(including reimbursement for expense) under certain circumstances
for liabilities arising under the 1933 Act. The Registrant's
Articles of Incorporation and Bylaws contain provisions covering
indemnification of corporate directors, officers and other agents
against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as
directors, officers, employees or agents, including proceedings
under the 1933 Act or the 1934 Act. The Company has entered into
Indemnification Agreements with its directors and executive officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
Exhibit Number Exhibit
- -------------- -------
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; PROVIDED, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such 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 and (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 Registrant's 1992 Non-Statutory Stock Option
Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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
1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item
6 or otherwise, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the 1933
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
II-3
<PAGE>
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 1933 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
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 Monterey, State of California on
this 19th day of February, 1997.
DELTAPOINT, INC.
By: /S/ John J. Ambrose
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John J. Ambrose
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of DeltaPoint, Inc., a
California corporation, do hereby constitute and appoint John J. Ambrose and
Donald B. Witmer, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable
said corporation to comply with the Securities Act of 1933, as amended, and
any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and either of
the undersigned hereby ratifies and confirms that all said attorneys and
agents, or either one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <S>
/S/ John J. Ambrose
----------------------- Chief Executive Officer and Director February 19, 1997
John J. Ambrose (Principal Executive Officer)
/S/ Donald B. Witmer
----------------------- Chief Financial Officer, Chief Operating February 19, 1997
Donald B. Witmer Officer and Director
(Principal Financial and Accounting Officer)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <S>
/S/ William G. Pryor Vice President of Development February 19, 1997
----------------------- and Director
William G. Pryor
/S/ John Hummer Director February 19, 1997
-----------------------
John Hummer
/S/ Patrick Grady Director February 5, 1997
-----------------------
Patrick Grady
</TABLE>
II-6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
DELTAPOINT, INC.
<PAGE>
EXHIBIT INDEX
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Sequentially
Exhibit Number Exhibit Numbered Page
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5 Opinion and consent of Gunderson Dettmer
Stough Villeneuve Franklin & Hachigian, LLP.
23.1 Consent of Price Waterhouse LLP, Independent
Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page
II-5 of this Registration Statement.
<PAGE>
EXHIBIT 5
February 19, 1997
DeltaPoint, Inc.
22 Lower Ragsdale Drive
Monterey, California 93940
RE: DELTAPOINT, INC. (THE "COMPANY")
REGISTRATION STATEMENT FOR
AN AGGREGATE OF 28,301 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of the 28,301 shares of Common
Stock available for issuance under the Company's 1992 Non-Statutory Stock
Option Plan. We advise you that, in our opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the Company's 1992
Non-Statutory Stock Option Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1996 appearing on page
F-2 of DeltaPoint, Inc.'s Annual Report on Form 10-KSB for the year ended
December 31, 1995.
Price Waterhouse LLP
San Jose California
February 19, 1997
