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As filed with the Securities and Exchange Commission on February 24, 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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IA CORPORATION I
(Exact name of Registrant as specified in its charter)
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DELAWARE 94-3161772
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(State of incorporation) (I.R.S. Employer Identification No.)
1900 Powell Street, Suite 600
Emeryville, California 94608-1840
(Address of principal executive offices)
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1992 STOCK PLAN
1996 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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DAVID M. WINKLER
Chief Financial Officer
IA CORPORATION I
1900 Powell Street, Suite 600
Emeryville, California 94608-1840
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(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
BARRY E. TAYLOR, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ---------------------------------------------------------------------------------------------
1992 Stock Plan, Common Stock,
$0.01 par value.................... 1,658,769 $5.8625(1) $ 9,724,533 3,241.19
1996 Stock Plan, Common Stock,
$0.01 par value.................... 400,000 $5.8625(2) $ 2,345,000 781.59
1996 Employee Stock Purchase Plan,
Common Stock, $0.01 par value...... 150,000 $5.8625(3) $ 879,375 293.09
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TOTAL 2,208,769 --- $12,948,908 $4,315.87
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</TABLE>
(1) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933, as amended (the "Securities Act"), as to 1,658,769 shares of
Common Stock, solely for the purpose of calculating the total registration
fee. Because the price at which the options to be granted in the future
may be exercised is not currently determinable, the computation is based
on the average of the high and low closing prices of the Common Stock as
reported on the Nasdaq National Market on FEB 21, 1997 which average was
$5.8625.
(2) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act as to 400,000 shares of Common Stock, solely for the purpose of
calculating the total registration fee. Because the price at which the
options to be granted in the future may be exercised is not currently
determinable, the computation is based on the average of the high and low
closing prices of the Common Stock as reported on the Nasdaq National
Market on FEB 21, 1997 which average was $5.8625.
(3) Estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act as to 150,000 shares of Common Stock, solely for the purpose of
calculating the registration fee. Because the price at which the options
to be granted in the future may be exercised is not currently
determinable, the computation is based on the average of the high and low
closing prices of the Common Stock as reported on the Nasdaq National
Market on FEB 21, 1997 which average was $5.8625.
<PAGE>
IA CORPORATION I
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
(a) The audited financial statements for the Registrant's fiscal year
ended December 31, 1995 and for the nine month period ended September 30, 1996
contained in the Prospectus filed pursuant to Rule 424(b)(3) under the
Securities Exchange Act of 1934 (the "Exchange Act") on November 8, 1996.
(b) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed pursuant to Section 12(g) of the
Exchange Act on October 15, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement 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.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by law. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence on the part of indemnified parties.
The Registrant has entered into agreements to indemnify its directors
and officers, in addition to the indemnification provided for in the
Registrant's Bylaws. These agreements, among other things, indemnify the
Registrant's directors and executive officers for certain expenses (including
attorneys' fees), judgements, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Registrant, arising out of such person's service as a director or executive
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
II-1
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The Registrant has purchased insurance on behalf of any officer or
director for any liability arising out of his or her actions in such capacity.
The Registrant believes that indemnification agreements and insurance are
necessary to attract and retain qualified directors and executive officers.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Registrant where indemnification
will be required or permitted. The Registrant is not aware of any threatened
litigation or proceeding that might result in a claim for such indemnification.
See also the undertakings set out in response to Item 9 herein.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description
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4.1* 1992 Stock Plan, as amended
4.2* 1996 Stock Plan
4.3* 1996 Employee Stock Purchase Plan
5.1 Opinion of Wilson, Sonsini, Goodrich &
Rosati, P.C. as to legality of
securities being registered.
23.1 Consent of Wilson, Sonsini, Goodrich &
Rosati, P.C. (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP,
Independent Auditors.
24.1 Power of Attorney (see page II-4).
-----------------------------------
* Incorporated by reference to the Registrants' Registration
Statement on Form SB-2, as amended (File No. 333-4928-LA).
Item 9. Undertakings.
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(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 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.
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(b) 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 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 an initial bona
fide offering thereof.
(c) 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 Delaware Corporation Law, the Certificate of
Incorporation of the Registrant, the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
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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 of Emeryville, State of California, on this 21st day of
February, 1997.
IA CORPORATION I
By: /s/ Chakravarthi V. Ravi
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Chakravarthi V. Ravi
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Chakravarthi V.
Ravi and David M. Winkler, and each one of them, individually and without the
other, his or her attorney-in-fact, each with full power of substitution, for
him or her 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 his or her substitute or substitutes, may do or cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- -------------------------------------- -----------------
<S> <C> <C>
/s/ Chakravarthi V. Ravi President, Chief Executive Officer and February 21, 1997
- --------------------------- Chairman of the Board
Chakravarthi V. Ravi
/s/ David M. Winkler Chief Financial Officer, Vice President February 21, 1997
- --------------------------- and Secretary
David M. Winkler
/s/ Henry Kressel Director February 21, 1997
- ---------------------------
Henry Kressel
/s/ Peter Stalker III Director February 21, 1997
- ---------------------------
Peter Stalker III
/s/ John Oltman Director February 21, 1997
- ---------------------------
John Oltman
/s/ RANDY KATZ Director February 21, 1997
- ---------------------------
Randy Katz
</TABLE>
II-4
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------- -------------------------------------------- -------------
<S> <C> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
P.C.
as to legality of securities being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati,
P.C. (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent
Auditors.
24.1 Power of Attorney (see page II-4).
</TABLE>
<PAGE>
EXHIBIT 5.1
February 21, 1997
IA Corporation I
1900 Powell Street, Suite 600
Emeryville, California 94608-1840
RE: REGISTRATION STATEMENT OF 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 February 14, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 2,208,769 shares of your
Common Stock (the "Shares") reserved for issuance under the 1992 Stock Plan, the
1996 Stock Plan and the 1996 Employee Stock Purchase Plan (collectively, the
"Plans"). 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 under the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the respective agreements which accompany each grant
under the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1992 Stock Plan, 1996 Stock Plan and the 1996
Employee Stock Purchase Plan of IA Corporation I of our report dated October 10,
1996, except for Note 11, as to which the date is November 6, 1996, with respect
to the consolidated financial statements of IA Corporation I for the year ended
December 31, 1995 and the nine month period ended September 30, 1996, included
in its Registration Statement (Form SB-2 333-4928-LA), filed with the Securities
and Exchange Commission.
Walnut Creek, California
February 21, 1997
