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As filed with the Securities and Exchange Commission on April 1, 1998
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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SITE TECHNOLOGIES, INC.
(formerly DeltaPoint, Inc.)
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0216760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
380 EL PUEBLO ROAD, SUITE 100
SCOTTS VALLEY, CALIFORNIA 95066
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1995 STOCK OPTION PLAN
(Full title of the plan)
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JEFFREY F. AIT
CHIEF EXECUTIVE OFFICER
SITE TECHNOLOGIES, INC.
380 EL PUEBLO ROAD, SUITE 100
SCOTTS VALLEY, CALIFORNIA 95066
(408) 461-3017
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
JEFFREY D. SAPER, ESQ.
KURT BERNEY, ESQ.
JAMES T. WHALEY, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
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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 (3)
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Common Stock to be issued under the Company's 1995
Stock Option Plan 1,580,000 $0.43750 $691,250 $203.92
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 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 Site Technologies, 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 Site Technologies, Inc.
on March 31, 1998.
(3) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933.
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REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Site Technologies, Inc.
(formerly DeltaPoint, Inc.) (the "Company") are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1997, filed pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) The Company's 1995 Stock Option Plan, which is contained in the
Registration Statement on Form S-8 filed on July 2, 1996, including any
amendment or report filed for the purpose of updating such.
(c) The description of the Company's common stock which is contained in
the Company's Registration Statement on Form 8-A, filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, prior to the
filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be 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 Corporations Code, 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
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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 Corporations Code authorize a
corporation to indemnify its directors, officers, employees and other agents in
terms sufficiently broad to permit indemnification (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. In addition,
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 Description
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*4.1 1995 Stock Option Plan.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
* Incorporated by reference to the Registration Statement on Form S-8 filed on
July 2, 1996, including any amendment or report filed for the purpose of
updating such.
ITEM 9. UNDERTAKINGS.
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 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 in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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.
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
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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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act 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
Exchange 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 Exchange 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, 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 Scotts Valley, State of California, on this 11th day
of March, 1998.
SITE TECHNOLOGIES, INC.
By: /s/ JEFFREY F. AIT
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Jeffrey F. Ait
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jeffrey F. Ait as his
attorney-in-fact, with full power of substitution, for him in any and all
capacities, to sign any and all 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 any
substitute, 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
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/s/ JEFFREY F. AIT Director and Chief Executive March 11, 1998
--------------------- Officer (Principal Executive
Jeffrey F. Ait Officer and Acting Principal
Financial and Accounting Officer)
/s/ PATRICK GRADY Director March 11, 1998
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Patrick Grady
/s/ STEPHEN F. MENDEL Director March 11, 1998
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Stephen F. Mendel
/s/ THOMAS HOLT Director March 11, 1998
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Thomas Holt
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EXHIBIT 5.1
March 31, 1998
Site Technologies, Inc.
380 El Pueblo Road, Suite 100
Scotts Valley, California 95066
RE: REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about April 1, 1998, in
connection with the registration under the Securities Act of 1933, as
amended, of 1,580,000 shares of Common Stock (the "Shares") to be issued
under the Company's 1995 Stock Option Plan (the "Plan").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares. It is our opinion that the Shares, when
issued and sold in the manner referred to in the Plan, and pursuant to the
agreements which accompany the Plan, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in
said Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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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 January 30, 1998, except as to
Note 12 which is as of February 27, 1998, which appears on page 31 of the
Site Technologies, Inc. Annual Report on Form 10-KSB for the year ended
December 31, 1997.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
San Jose, California
March 27, 1998
