<PAGE>
As filed with the Securities and Exchange Commission on September 19, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________________________________
MODACAD, INC.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
California 95-4145930
_______________________________ ____________________________________
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1954 Cotner Avenue, Los Angeles 90025
________________________________________ __________
(Address of principal executive offices) (Zip Code)
____________________________________________
1995 STOCK OPTION PLAN
(Full title of the plan)
____________________________________________
JOYCE FREEDMAN
President
ModaCAD, Inc.
1954 Cotner Avenue
Los Angeles, CA 90025
(310) 312-9826
(Name, address and telephone number of agent for service)
____________________________________________
Copies to:
JOHN A. ST. CLAIR, ESQ.
ROBERT R. JESUELE, ESQ.
SYLVIA K. BURKS, ESQ.
Coudert Brothers
1055 West Seventh Street, 20th Floor
Los Angeles, California 90017
(213) 688-9088
____________________________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount Proposed Maximum
Securities of Shares Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered per Share Price Fee
________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 450,000(1) $17.57(2) $7,906,500(2) $ 2,396
no par value
________________________________________________________________________________
</TABLE>
(1) Represents shares of Common Stock ("Common Stock") of ModaCAD, Inc. (the
"Registrant") issuable upon the exercise of options granted or to be
granted pursuant to the Registrant's 1995 Stock Option Plan (the "Plan").
Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable as a result of the
antidilution provisions applicable to the options which are exercisable for
the Common Stock registered hereunder.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee based on the average of the high and low
reported sale prices of a share of the Registrant's Common Stock on
September 15, 1997 as reported by The Nasdaq SmallCap Market.
_________________________
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus prepared in accordance with Part I hereof also relates to shares
of Common Stock previously registered under Registration Statement on Form
S-8 (Registration No. 333-21775).
________________________________________________________________________________
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Items 1 and 2 of Part I
of Form S-8 will be sent or given to plan participants as specified in Rule 428
(b)(1) and, in accordance with the instructions to Part I, are not filed with
the Commission as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In connection with the registration of additional shares of the Common Stock of
the Registrant issuable under the Plan, and in accordance with General
Instruction E to Form S-8, the following documents and information previously
filed with the Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement:
Item 3(a)
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
Item 3(b)
The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1997.
The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1997.
Item 3(c)
Item 1 of the Registrant's Registration Statement on Form 8-A, filed with
the Commission on March 28, 1996, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.
The Registrant's Registration Statement on Form S-8, filed with the
Commission on February 14, 1997 (File No. 333-21775), is hereby
incorporated by reference in this Registration Statement.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters
all securities offered hereunder 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 8. Exhibits.
Exhibit
Number
4.1 Amended and Restated Articles of Incorporation(1)
4.2 Bylaws, as amended(1)
4.3 1995 Stock Option Plan including forms of Stock Option Agreements and
Stock Purchase Agreement(1)
4.4 Amendment No.1 to 1995 Stock Option Plan, dated November 26, 1996
4.5 Amendment No.2 to 1995 Stock Option Plan, dated June 10, 1997
5.1 Opinion of Coudert Brothers
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page 2 of this Registration Statement)
_________________
(1) Incorporated by reference to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-1166-LA) as filed with
the Commission on February 7, 1996.
<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 Los Angeles, State of California, on September 18,
1997.
ModaCAD, Inc.
By: /s/ JOYCE FREEDMAN
-------------------------
Joyce Freedman, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Joyce Freedman and Lee Freedman, or either of
them, his or her attorneys-in-fact and agents, each with full power of
substitution for him or her and in his or her name, place and stead, in any and
all capacities, to sign any or all 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 each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with this registration statement, as fully to all intents and purposes as he or
her might or could do in person, hereby ratifying and confirming all that either
of said attorneys-in-fact and agents, or his or her substitute or substitutes,
may lawfully 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/ JOYCE FREEDMAN President and Director September 18, 1997
- -------------------------- (Principal Executive Officer)
Joyce Freedman
/s/ LEE FREEDMAN Vice President, Finance, September 18, 1997
- ------------------------- Chief Financial Officer and
Lee Freedman Director (Principal Financial
Officer)
/s/ LEON SHIH Controller September 18, 1997
- -------------------------
Leon Shih
/s/ MAURIZIO VECCHIONE Executive Vice President and September 18, 1997
- ------------------------- Director
Maurizio Vecchione
/s/ ANDREA VECCHIONE Secretary and Director September 18, 1997
- -------------------------
Andrea Vecchione
<PAGE>
/s/ F. STEPHEN WYLE Director September 18, 1997
- -------------------------
F. Stephen Wyle
/s/ PETER FRANK Director September 18, 1997
- -------------------------
Peter Frank
<PAGE>
EXHIBIT INDEX
Number Description
- ------ -----------
4.4 Amendment No. 1 to 1995 Stock Option Plan
4.5 Amendment No. 2 to 1995 Stock Option Plan
5.1 Opinion of Coudert Brothers
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
<PAGE>
AMENDMENT NO. 1 TO
MODACAD, INC.
1995 STOCK OPTION PLAN
ModaCAD, Inc.'s 1995 Plan shall be amended as follows:
The text of Section 2(i), "Disinterested Person," of the ModaCAD, Inc. 1995
Stock Option Plan (the "Plan") shall be deleted. The current sub-section (j)
(entitled "Employee") shall be designated subsection (i); the current
sub-section (k) (entitled "Exchange Act") shall be designated (j); and the
current sub-section (l) (entitled "Incentive Stock Option") shall be designated
(k).
A new sub-section shall be inserted as sub-section (m) to read in its entirety
as follows:
"Non-Employee Director" shall have that meaning, and shall be interpreted
in a manner consistent with, the meaning of such term under Rule 16b-3
promulgated by the Securities and Exchange Commission under the Exchange
Act, as amended from time to time. "Director" shall mean a duly elected
and qualified member of the Board.
The second paragraph of Section 4(a) of the Plan is hereby amended to read in
its entirety as follows:
The Board may at any time appoint a Committee consisting of not less than
two persons to administer the Plan on behalf of the Board, subject to such
terms and conditions as the Board may prescribe. Members of the Committee
shall serve for such period of time as the Board may determine. From time
to time the Board may increase the size of the Committee and appoint
additional members thereto, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies however
caused, or remove all members of the Committee and thereafter directly
administer the Plan. In the event the Company has a class of equity
securities registered under Section 12 of the Exchange Act and unless
the Board determines otherwise, from the effective date of such
registration until six months after the termination of such registration,
all grants of Options to persons subject to the provisions of Section 16(b)
of the Exchange Act shall be made by the Board or in accordance with the
recommendations of a Committee of two or more persons having full authority
to act in the matter and all of whom are Non-Employee Directors.
Dated: November 26, 1996
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AMENDMENT NO. 2 TO
MODACAD, INC.
1995 STOCK OPTION PLAN
The first sentence of Section 3 of the ModaCAD, Inc. 1995 Stock Option Plan
shall be amended to read in its entirety as follows:
(b) Stock Subject to the Plan. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned
and sold pursuant to the exercise of Options under the Plan is 750,000
Shares.
Dated: June 10, 1997
<PAGE>
September 18, 1997
ModaCAD, Inc.
1954 Cotner Avenue
Los Angeles, California 90025
Re: ModaCAD, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as securities counsel for ModaCAD, Inc. (the "Company") in
connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 to be filed with the
Securities and Exchange Commission (the "Commission") on September 19, 1997, in
connection with the registration of 450,000 shares of Common Stock, without par
value (the "Shares"), issuable upon the exercise of options granted or to be
granted pursuant to the Company's 1995 Stock Option Plan (the "Plan").
In connection with the preparation of the Registration Statement and the
proposed issuance and sale of the Shares in accordance with the Plan and the
Form S-8 prospectus to be delivered to participants in the Plan, we have made
certain legal and factual examinations and inquiries and examined, among other
things, such documents, records, instruments, agreements, certificates and
matters as we have considered appropriate and necessary for the rendering of
this opinion. We have assumed for the purpose of this opinion the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this opinion,
we have, when relevant facts were not independently established, relied, to the
extent deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares have been duly authorized and, after the Registration Statement becomes
effective and after any post-effective amendment required by law is duly
completed, filed and becomes effective (such Registration Statement as it
finally becomes effective or, if required to be post-effectively amended, then
as it is so amended, is referred to hereinafter as the "Final Registration
Statement"), and when the applicable provisions of "Blue Sky" and other state
securities laws shall have been complied with, and when the Shares are issued
and sold in accordance with the Plan and the Form S-8 prospectus prepared
in connection with the Final Registration Statement, the Shares will be legally
issued, fully paid and nonassessable.
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the references to this firm in the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
This opinion is rendered solely for your benefit in accordance with the subject
transaction and is not to be otherwise used, circulated, quoted or referred to
without our prior written consent. We are opining herein as to the effect on the
subject transaction only of United States federal law and the internal (and not
the conflict of law) laws of the State of California, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
Very truly yours,
/s/ COUDERT BROTHERS
--------------------
COUDERT BROTHERS
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 7, 1997 accompanying the financial
statements included in the Annual Report of ModaCAD, Inc. on Form 10-KSB for the
year ended December 31, 1996. We hereby consent to the incorporation by
reference of said report in the Registration Statement of ModaCAD, Inc. on Form
S-8.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
- ------------------------------------------
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
September 19, 1997
