<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1996
SEC Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
IMAGEMATRIX CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1313108
------------------------- ----------------------
(State or other juris- (IRS Employer
diction of incorporatio Identification No.)
400 S. Colorado Blvd., Suite 500
Denver, Colorado 80222
--------------------------------------------
(Address of Principal Executive
Offices, including Zip Code)
1996 STOCK OPTION PLAN
----------------------
(Full title of the plan)
Gerald E. Henderson
IMAGEMATRIX CORPORATION
400 S. Colorado Blvd., Ste. 500
Denver, Colorado 80222
(303) 399-3700
--------------------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code of agent for service)
Copies to
---------
Christopher M. Hazlitt, Esq.
Peter J. Jensen, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share (1) price (1) fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(no par value) 387,500 $3.75 $1,453,125 $440.34
=============================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the average of the high and low prices
for the Registrant's Common Stock as quoted on the Nasdaq System on October 31,
1996.
================================================================================
<PAGE>
This Registration Statement registers 387,500 shares of the no par value common
stock ("Common Stock") of ImageMatrix Corporation (the "Company") offered
pursuant to the ImageMatrix Corporation 1996 Stock Option Plan (the "Plan").
The Plan was adopted by the Company's board of directors on November 2, 1995 and
was approved by the Company's shareholders on March 11, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and all other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all the Common Stock offered hereby has been sold or which
deregisters all such Common Stock then remaining unsold, are hereby incorporated
herein by reference to be a part of this Registration Statement from the date of
filing such documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933;
(b) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual reports referred to in (a) above; and
(d) The description of the Common Stock which is contained in the Company's
Registration Statement No. 333-1990 filed under the Securities Act of 1933.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and Bylaws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Colorado law any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, by reason of the
fact that he or she is or was a director or officer of the Company or is or was
serving at the request of the Company in any capacity and in any other
corporation, partnership, joint venture, trust or other enterprise. The Colorado
Business Corporation Act (the "Colorado Act") permits the Company to indemnify
an officer or director who was or is a party or is threatened to be made a party
to any proceeding because of his or her position, if the officer or director
acted in good faith and in a manner he or she reasonably believed to be in the
best interests of the Company or, if such officer or director was not acting in
an official capacity for the Company, he or she reasonably believed the conduct
was not opposed to the best interests of the Company. Indemnification is
mandatory if the officer or director was wholly successful, on the merits or
otherwise, in defending such proceeding. Such indemnification (other than as
ordered by a court) shall be made by the Company only upon a determination that
indemnification is proper in the circumstances because the individual met the
applicable standard of conduct. Advances for such indemnification may be made
pending such determination. Such determination shall be made by a majority vote
of a quorum consisting of disinterested directors or of a committee of at least
two disinterested directors, or by independent legal counsel or by the
shareholders.
II-1
<PAGE>
In addition, the Articles of Incorporation provide for the elimination, to the
extent permitted by Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as directors. The Colorado Act provides for the elimination of personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on the director's duty of loyalty to the Company,
liability for acts or omissions not made in good faith, liability for acts or
omissions involving intentional misconduct, liability based on payments of
improper dividends, liability based on violations of state securities laws, and
liability for acts occurring prior to the date such provision was added.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Amended and Restated Articles of Incorporation of Registrant
(Incorporated by reference from Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2 (No. 333-1990)).
4.2 Bylaws of Registrant (Incorporated by reference from Exhibit 3.2
to the Registrant's Registration Statement on Form SB-2 (No. 333-
1990)).
4.3 Form of certificate for shares of Common Stock (Incorporated by
reference from Exhibit 4.1 to the Registrant's Registration
Statement on Form SB-2 (No. 333-1990)).
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP.
99.1 Imagematrix Corporation 1996 Stock Option Plan (Incorporated by
reference from Exhibit 10.5 to the Registrant's Registration
Statement on Form SB-2 (No. 333-1990)).
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 and 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 of 1933, 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 and County of Denver, State of Colorado, on the 28th day
of October, 1996.
IMAGEMATRIX CORPORATION
By:/s/ GERALD E. HENDERSON
----------------------------------------
Gerald E. Henderson, President
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/ GERALD E. HENDERSON Chief Executive Officer, October 28, 1996
- ----------------------- President and Director
Gerald E. Henderson (Principal Executive Officer)
/s/ KEITH E. BRUE Chief Financial Officer, October 28, 1996
- ----------------------- Vice President
Keith E. Brue (Principal Financial and
Accounting Officer)
/s/ BLAIR W. MCNEA Vice President - Business October 28, 1996
- ----------------------- Development, Secretary and
Blair W. McNea Director
/s/ROBERT BEEKMAN Director October 24, 1996
- -----------------------
Robert Beekman
/s/ DAVID SEIGLE Director October 24, 1996
- -----------------------
David Seigle
/s/ JAIDEV SUGAVANAM Director October 28, 1996
- -----------------------
Jaidev Sugavanam
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
Sequential
Page
Exhibit No. Description of Exhibit Number
- ----------- ---------------------- ------
4.1 Amended and Restated Articles of Incorporation
of Registrant (Incorporated by reference from
Exhibit 3.1 to the Registrant's Registration
Statement on Form SB-2 (No. 333-1990)).
4.2 Bylaws of Registrant (Incorporated by reference
from Exhibit 3.2 to the Registrant's Registration
Statement on Form SB-2 (No. 333-1990)).
4.3 Form of certificate for shares of Common Stock
(Incorporated by reference from Exhibit 4.1 to the
Registrant's Registration Statement on Form SB-2
(No. 333-1990)).
5.1 Opinion of Chrisman, Bynum & Johnson, P.C. 6
23.1 Consent of Chrisman, Bynum & Johnson, P.C.
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP. 7
99.1 Imagematrix Corporation 1996 Stock Option Plan
(Incorporated by reference from Exhibit 10.5 to the
Registrant's Registration Statement on Form SB-2
(No. 333-1990)).
II-4
<PAGE>
October 28, 1996
ImageMatrix Corporation
400 S. Colorado Blvd., Suite 500
Denver, CO 80222
Ladies and Gentlemen:
We have acted as counsel to ImageMatrix Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 ("Registration Statement") covering registration under the Securities Act of
1933 of 387,500 shares of the Company's Common Stock, no par value per share
("Shares"), pursuant to the ImageMatrix Corporation 1996 Stock Option Plan (the
"Plan"). As such, we have examined the Registration Statement, the Company's
Articles of Incorporation, as amended, its Bylaws and minutes of meetings of its
Board of Directors.
Based upon the foregoing, we are of the opinion that, upon issuance of the
Shares in accordance with the terms of the Plan, the Shares will be validly
issued, fully paid and nonassessable shares of Common Stock of the Company.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Prospectus which is made a
part of the Registration Statement.
Very truly yours,
/s/ Chrisman, Bynum & Johnson, P.C.
- -----------------------------------
CHRISMAN, BYNUM & JOHNSON, P.C.
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Stock Option Plan of ImageMatrix Corporation of our
report dated March 4, 1996, except for Note 13, as to which the date is March
29, 1996, with respect to the consolidated financial statements of ImageMatrix
Corporation for the year ended December 31, 1995 and our report dated March 4,
1996 on the financial statements of the Imaging Division of Random Access, Inc.
for the period February 16, 1995 through August 30, 1995, included in Amendment
No. 3 to the Registration Statement (Form SB-2 No. 333-1990) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Denver, Colorado
November 5, 1996
