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As filed with the Securities and Exchange Commission on October 4, 1996
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
MULTIPLE ZONES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
WASHINGTON 5961 91-1431894
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
707 South Grady Way
Renton, Washington 98055-3233
(206) 430-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Multiple Zones International, Inc.
1993 Stock Incentive Plan
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Peter J. Biere, Senior Vice President -- Finance
707 South Grady Way
Renton, Washington 98055-3233
(206) 430-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Each Class of Amount to be Proposed Maximum Amount of Registration
Securities to Be Registered Registered (1) Aggregate Offering Price (2) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 1,626,000 shares $23,652,692 $7,167
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</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may
become issuable under the Plan as a result of the adjustment provisions
therein, and (ii) if any interests in the Plan constitute separate
securities required to be registered under the Securities Act of 1933,
then, pursuant to Rule 416(c), an indeterminate amount of such
interests to be offered or sold pursuant to the Plan.
(2) Computed pursuant to Rules 457(c) and 457(h) based on (i) an aggregate
offering price of $8,933,942 for the 1,037,250 shares issuable upon
exercise of outstanding options granted under the Plan on or prior to
the date hereof; and (ii) an offering price of $25.00 per share (the
average of the high and low sales prices reported by the Nasdaq Stock
Market on October 2, 1996) for the 588,750 shares issuable upon
exercise of options, or pursuant to the terms of any stock appreciation
rights, restricted stock awards or stock units, to be granted under the
Plan.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement
by reference:
1. The Registration Statement on Form S-1 (Registration No.
333-4458) filed by the Registrant with the Securities and Exchange
Commission on May 3, 1996, as amended, and the latest prospectus used
in connection with the sale of the Common Stock registered thereby
filed by the Registrant with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended;
2. All reports filed by the Registrant with the Securities and
Exchange Commission prior to the date of this Registration Statement
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and
3. The description of the Registrant's Common Stock set forth in
the Registration Statement on Form 8-A under Section 12(g) of the
Exchange Act filed by the Registrant with the Securities and Exchange
Commission on May 3, 1996.
All documents filed by the Registrant with the Securities and Exchange
Commission after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of a
post-effective amendment that indicates that all securities offered pursuant to
this Registration Statement have been sold or that deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the respective dates of
filing of such documents.
Any statement 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
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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 required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock being offered pursuant to this
Registration Statement has been passed upon for the Registrant by Graham & James
LLP, Seattle, Washington. John M. Steel, a principal of this firm, holds an
option to acquire 7,500 shares of Common Stock for $1,275.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended. Article VI,
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Section 6.5.1, of the Registrant's Restated Articles of Incorporation and
Article X of the Registrant's Restated Bylaws provide for indemnification of the
Registrant's directors, officers, employees and agents to the maximum extent
permitted by Washington law. The Registrant has entered into agreements with all
of its executive officers and all outside directors to indemnify them against
certain claims and liabilities arising out of their service as officers and
directors, as applicable, and to advance expenses to defend claims subject to
indemnification. The directors and officers of the Registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to one or more liability insurance policies maintained by the
Registrant for such purpose. The Registrant currently maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit of
$5,000,000.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Article VI, Section 6.6, of the
Registrant's Restated Articles of Incorporation contains provisions
implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the Registrant and its shareholders. In
addition, the Registrant has agreed to release the directors from certain
liabilities to the Registrant that would otherwise arise out of their service as
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP
10.1 Multiple Zones International, Inc. 1993 Stock Incentive Plan,
as amended
23.1 Consent of Graham & James LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
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;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
II-2
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) that, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference 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 the 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 that remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 and is, therefore, unenforceable. If 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 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, the
Registrant certifies that it has reasonable grounds to believe it meets all 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 Seattle, State of Washington, on October 4, 1996.
MULTIPLE ZONES INTERNATIONAL, INC.
By /s/ Victor Melfi, Jr.
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Victor Melfi, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes
and appoints Victor Melfi, Jr. and Peter J. Biere, and each of them severally,
such person's true and lawful attorneys-in-fact and agents, with full power to
act without the other and with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, any and all amendments and post-effective amendments to
this Registration Statement, any and all supplements hereto, and any and all
other instruments necessary or incidental in connection herewith, and to file
the same with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Victor Melfi, Jr. President and Chief Executive October 4, 1996
- ---------------------- Officer (Principal Executive
Victor Melfi, Jr. Officer) and Director
/s/ Peter J. Biere Senior Vice President -- Finance October 4, 1996
- ---------------------- and Chief Financial Officer
Peter J. Biere (Principal Financial and
Accounting Officer)
/s/ Sadrudin J. Kabani Chairman of the Board October 4, 1996
- ----------------------
Sadrudin J. Kabani
</TABLE>
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John H. Bauer Director October 4, 1996
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John H. Bauer
/s/ John T. Carleton Director October 4, 1996
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John T. Carleton
Director _________, 1996
- ----------------------
John E. DeFeo
/s/ Firoz H. Lalji Director September 23, 1996
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Firoz H. Lalji
Director _________, 1996
- ----------------------
Carol L. Miltner
/s/ Paul E. Monson Director October 4, 1996
- ----------------------
Paul E. Monson
/s/ Steve Sarich, Jr. Director October 4, 1996
- ----------------------
Steve Sarich, Jr.
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Graham & James LLP
10.1 Multiple Zones International, Inc. 1993 Stock Incentive Plan, as
amended (incorporated by reference from Exhibit 10.1 to the
Registration Statement on Form S-1 (Registration No. 333-4458)
filed by the Registrant with the Securities and Exchange
Commission on May 3, 1996)
23.1 Consent of Graham & James LLP (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on signature pages)
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Exhibit 5
October 4, 1996
Multiple Zones International, Inc.
707 South Grady Way
Renton, Washington 98055-3233
RE: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to Multiple Zones International, Inc. (the "Company")
in connection with the preparation of its Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which the Company will file with the Securities and Exchange Commission,
with respect to an aggregate of 1,626,000 shares of Common Stock of the Company
(the "Shares") issuable upon exercise of options, or pursuant to the terms of
any stock appreciation rights, restricted stock awards or stock units, granted
or to be granted under the Company's 1993 Stock Incentive Plan (the "Plan").
We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable under the Plan will, upon due execution by the Company and the
registration by its registrar of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration therefor
in accordance with the terms of the Plan, be validly issued, fully paid and
nonassessable.
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Multiple Zones International, Inc.
October 4, 1996
Page 8
We note that a member of our firm is an Assistant Secretary of the Company and
the beneficial owner of 7,500 shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Frank C. Woodruff
- ----------------------------------------
Frank C. Woodruff
of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
for
GRAHAM & JAMES LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Multiple Zones International, Inc. 1993
Stock Incentive Plan, as amended, of our report dated June 3, 1996, on our
audits of the consolidated financial statements of Multiple Zones International,
Inc. included in Amendment No. 1 to its Registration Statement on Form S-1
(Commission File No. 333-4458) effective June 26, 1996, filed with the
Securities and Exchange Commission.
Coopers & Lybrand, L.L.P.
Seattle, Washington
October 4, 1996
