<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1999
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)
Washington 91-1431894
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
707 South Grady Way
Renton, Washington 98055-3233
(425) 430-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------------
Multiple Zones International, Inc. Multiple Zones International, Inc.
1993 Stock Incentive Plan 1999 Director Stock Option Plan
-------------------------
James H. Bromley, Senior Vice President -- Finance
707 South Grady Way
Renton, Washington 98055-3233
(425) 430-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities to Be Proposed Maximum Aggregate Amount of
Registered Amount to be Registered (1) Offering Price (2) Registration Fee
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<S> <C> <C> <C>
Common Stock 1,150,000 shares $6,217,188 $1,728.38
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</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may become
issuable under the Plans as a result of the adjustment provisions therein,
and (ii) if any interests in the Plans 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 Plans.
(2) Computed pursuant to Rules 457(c) and 457(h) based on an offering price of
$5.40625 ($5-13/32) per share (the average of the high and low prices on
September 9, 1999, as reported by the Nasdaq Stock Market).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement by
reference:
1. The Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1998, filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
2. All other reports filed by the Registrant with the Securities and
Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1998; and
3. The description of the Registrant's Common Stock set forth in the
Registration Statement on Form 8-A filed by the Registrant with the
Securities and Exchange Commission on May 3, 1996 under Section 12(g) of
the Exchange Act.
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
None.
II-1
<PAGE>
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,
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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Graham & James LLP/Riddell Williams P.S.
23.1 Consent of Graham & James LLP/Riddell Williams P.S. (included
in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24 Powers of Attorney (included on signature page)
</TABLE>
II-2
<PAGE>
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) 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
II-3
<PAGE>
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.
II-4
<PAGE>
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 September 16, 1999.
MULTIPLE ZONES INTERNATIONAL, INC.
By /s/ Firoz H. Lalji
----------------------------------------
Firoz H. Lalji, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Firoz H. Lalji and James H. Bromley, 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.
SIGNATURE TITLE DATE
/s/ Firoz H. Lalji Chairman of the Board, September 16, 1999
--------------------------- President and Chief
Firoz H. Lalji Executive Officer
(Principal Executive
Officer)
/s/ James H. Bromley Senior Vice President - September 16, 1999
--------------------------- Finance, Chief Financial
James H. Bromley Officer and Secretary
(Principal Financial and
Accounting Officer)
/s/ John H. Bauer Director September 16, 1999
---------------------------
John H. Bauer
/s/ John T. Carleton Director September 16, 1999
---------------------------
John T. Carleton
/s/ Richard E. Carter Director September 16, 1999
---------------------------
Richard E. Carter
/s/ Kathleen S. Pushor Director September 16, 1999
---------------------------
Kathleen S. Pushor
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Graham & James LLP/Riddell Williams P.S.
23.2 Consent of PricewaterhouseCoopers, LLP, Independent Accountants
</TABLE>
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<PAGE>
Exhibit 5
September 16, 1999
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., a Washington
corporation (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
1,150,000 shares of Common Stock of the Company (the "Shares") issuable upon
exercise of options granted or to be granted under the Company's 1993 Stock
Incentive Plan and 1999 Director Stock Option Plan (the "Plans").
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 Plans 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 Plans, be validly issued, fully paid and
nonassessable.
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.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 1999, relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Multiple Zones International, Inc., which is incorporated by reference in
Multiple Zones International, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Seattle, Washington
September 16, 1999
