<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AWARD SOFTWARE INTERNATIONAL, INC.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2893462
- ------------------------- ------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
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777 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
-----------------------------
(Address of principal executive offices)
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1995 STOCK OPTION PLAN
-----------------------------
(Full title of the plans)
GEORGE C. HUANG
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
777 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
(415) 968-4433
-----------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
James C. Kitch, Esq.
Matthew P. Fisher, Esq.
Cooley Godward llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(415) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING
TO BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF
REGISTERED REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (no 268,446 $10.8125 $2,902,573 $1,000.81
par value)
===================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on June 27, 1997 as reported on the
Nasdaq National Market.
================================================================================
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-17607
The contents of Registration Statement on Form S-8 No. 333-17607 filed with
the Securities and Exchange Commission on December 11, 1996 are incorporated by
reference herein.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
<PAGE>
EXHIBITS
EXHIBIT
NUMBER
- ------
5 Opinion of Cooley Godward LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
<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 Mountain View, State of California, on June 30, 1997.
AWARD SOFTWARE INTERNATIONAL, INC.
By:/s/ Kevin J. Berry
------------------
Kevin J. Berry
Vice President, Finance, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
<PAGE>
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.
SIGNATURE TITLE DATE
/s/ George C. Huang Chairman of the Board, June 30, 1997
- ---------------------- President and Chief Executive
(George C. Huang) Officer (Principal Executive
Officer)
/s/ Kevin J. Berry Vice President, Finance, Chief June 30, 1997
- --------------------- Financial Officer, Treasurer and
(Kevin J. Berry) Secretary (Principal Financial and
Accounting Officer)
/s/ Cheng Ming Lee * Director June 30, 1997
- ----------------------
(Cheng Ming Lee)
/s/ David S. Lee * Director June 30, 1997
- ----------------------
(David S. Lee)
/s/ Masami Maeda * Director June 30, 1997
- ----------------------
(Masami Maeda)
/s/ Anthony Sun * Director June 30, 1997
- ----------------------
(Anthony Sun)
/s/ William P. Tai * Director June 30, 1997
- ----------------------
(William P. Tai)
* By Power-of-Attorney June 30, 1997
/s/ Kevin J. Berry
- ----------------------
Kevin J. Berry
<PAGE>
June 30, 1997 EXHIBIT 5
Award Software International, Inc.
777 E. Middlefield Road
Mountain View, CA 94043
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Award Software International, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to Two Hundred
Sixty Eight Thousand Four Hundred Forty Six (268,446) shares of the Company's
Common Stock, no par value, (the "Shares") pursuant to its 1995 Stock Option
Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Articles of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ James C. Kitch
------------------
James C. Kitch
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Award Software International, Inc. of our report dated
February 21, 1997 appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996. We also constent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears in that Form
10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
June 30, 1997
