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As filed with the Securities and Exchange Commission on August 13, 1996
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
LEGACY SOFTWARE, INC.
(Exact name of issuer as specified in its charter)
Delaware 95-4221982
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5340 Alla Road, Los Angeles, CA 90066
(Address of principal executive offices)
OPTIONS GRANTED TO A CERTAIN CONSULTANT UNDER WRITTEN COMPENSATION AGREEMENT
(Nolan - 50,000 shares)
(Full title of the plan)
ARIELLA J. LEHRER, Ph.D.
President and Chief Executive Officer
Legacy Software, Inc.
5340 Alla Road, Los Angeles, CA 90066 (310) 823-2423
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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=============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 shares (1) $3.00 $150,000 $100.00
$.001 par value
Options Granted Under
Written Compensation
Agreement
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(1) This Registration Statement shall cover any additional
shares of Common Stock which become issuable under the
options set forth herein by reason of any stock dividend,
stock split, recapitalization or any other similar
transaction without receipt of consideration which results
in an increase in the number of shares of the Company's
outstanding Common Stock.
This Registration Statement will become effective immediately
upon filing with the Securities and Exchange Commission. Sales of the
registered securities will begin as soon as reasonably practicable after
the effective date of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Legacy Software, Inc. (the "Company" or "Registrant") hereby
incorporates by reference in this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's Prospectus, dated May 14, 1996, and
filed with the Commission on May 13, 1996 constituting part of the Registration
Statement (File No. 333-1054);
(b) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(c) The description of the Company's Common Stock, par
value $.001 per share, that is contained in the Company's Registration
Statement filed under Section 12 of the Exchange Act (Commission File No.
0-28330), including any amendments or reports filed for the purpose of updating
such descriptions.
All reports and definitive proxy or information statements
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange 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 at the time of such amendment will 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. Any statement contained in a
document incorporated or deemed to be incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions
permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides
that a corporation may indemnify any person, including directors and officers,
who are, or are threatened to be made, parties to any threatened pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including
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attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his or her conduct was
unlawful. A Delaware corporation may indemnify directors and/or officers in an
action or suit by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
director or officer is adjudged to be liable to the corporation. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify him or her against
the expenses which such director or officer actually and reasonably incurred.
The Registrant's Certificate of Incorporation provides for
indemnification or director of the registrant to the fullest extent permitted
by the DGCL.
The Bylaws of the Registrant contain provisions requiring
indemnification of directors and officers to the maximum extent permitted by
Delaware Law.
The Registrant may provide liability insurance for each
director and officer for certain losses arising from claims or charges made
against them while acting in their capacities as directors or officers of the
Registrant.
At present, there is no pending litigation or proceeding
involving a director, officers, employee or agent of the Registrant where
indemnification will be required or permitted. The Registrant is not aware of
any threatened litigation or proceeding which may result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits to the Registration Statement are listed in the
Exhibit Index elsewhere herein.
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 this
Registration Statement or any material change to such information in this
Registration Statement; (2) to reflect in any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), 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; (3) 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 herein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (4) 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 plan.
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
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.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus required by Section 10(a)(3) of the
1933 Act, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver,
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or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Commission 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 or controlling person of the Registrant
in the 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.
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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 Los Angeles, State of
California on this August 13, 1996.
LEGACY SOFTWARE, INC.
By: /s/ Ariella J. Lehrer
----------------------------------
Ariella J. Lehrer, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ariella J. Lehrer, William E. Sliney
and Stanley Wojtysiak, and each or any of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution, for such person and in his or her name, place, and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting along, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Ariella J. Lehrer Chairman of the Board, President, August 13, 1996
- --------------------------------------------- and Chief Executive Officer
Ariella J. Lehrer, Ph.D. (Principal Executive Officer)
/s/ William E. Sliney Chief Financial Officer Vice August 13, 1996
- --------------------------------------------- President of Finance,
William E. Sliney Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ Stanley Wojtysiak Secretary and Director August 13, 1996
- ---------------------------------------------
Stanley Wojtysiak
Director August , 1996
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Curtis A. Hessler
/s/ Daniel D. Phillips Director August 13, 1996
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Daniel D. Phillips
/s/ Arthur G. Hiller Director August 13, 1996
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Arthur G. Hiller
/s/ Ivan M. Rosenberg Director August 13, 1996
- ---------------------------------------------
Ivan M. Rosenberg
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EXHIBIT INDEX
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Exhibit No. Exhibit Page No.
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4.1 Option Agreement, dated November 17, 1995, between Legacy
Software, Inc. and Elizabeth Nolan, M.D. (Previously filed
with the Securities and Exchange Commission as Exhibit 10.17
to the Company's Registration Statement on Form S-1 (File No.
333-1054) as filed February 7, 1996 and incorporated herein
by reference).
4.2 Compensation Agreement, dated November 17, 1995, between
Legacy Software, Inc. and Elizabeth Nolan, M.D. (Previously
filed with the Securities and Exchange Commission as Exhibit
10.18 to the Company's Registration Statement on Form S-1
(File No. 333-1054) as filed February 7, 1996 and
incorporated herein by reference).
24.1 Power of Attorney for the Company relating to subsequent
amendments (included on signature page herewith).
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