<PAGE>
As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
OPTIKA INC.
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(Exact name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
95-4154552
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(I.R.S. Employer Identification No.)
7450 Campus Drive, 2nd Floor, Colorado Springs, Colorado 80920
--------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION/STOCK ISSUANCE PLAN
2000 NON-OFFICER STOCK INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full Title of the Plans)
Mark K. Ruport
President and Chief Executive Officer
Optika Inc.
7450 Campus Drive, 2nd Floor, Colorado Springs, Colorado 80920
(719) 548-9800
--------------
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount To Be Proposed Maximum Offering Proposed Maximum Amount of
To Be Registered Registered/1/ Price Per Share/2/ Aggregate Registration
Offering Price Fee/2/
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<S> <C> <C> <C> <C>
Common Stock, 1,832,657 Shares $5.21875 $9,564,178.72 $2,524.94
$0.001 par value
---------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Registrant's 1994 Stock
Option/Stock Issuance Plan, 2000 Non-Officer Stock Incentive Plan or 2000
Employee Stock Purchase Plan, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
outstanding shares of the Registrant's Common Stock.
/2/ Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low selling prices per share of the Registrant's Common Stock on July 21, 2000,
as reported by the Nasdaq National Market.
This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933, as amended.
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers the registration of (i) 1,032,657
additional shares of Common Stock of Optika Inc. (the "Registrant") issuable
pursuant to the Registrant's 1994 Stock Option/Stock Issuance Plan (the "1994
Plan"); (ii) 500,000 shares of Common Stock of the Registrant issuable pursuant
to the Registrant's 2000 Non-Officer Stock Incentive Plan; and (iii) 300,000
shares of Common Stock of the Registrant issuable pursuant to the Registrant's
2000 Employee Stock Purchase Plan (the "2000 Plan").
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Registrant hereby states that the following documents and
information filed with the Securities and Exchange Commission (the "Commission")
by the Registrant pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), are hereby incorporated by reference in this Registration
Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 30, 2000;
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, filed with the Commission on May 12, 2000; and
3. The Registrant's Registration Statement No. 000-28672 on Form 8-A,
filed with the Commission on July 19, 1996 pursuant to Section 12 of the
Exchange Act which describes the terms, rights and provisions applicable to
the Registrant's outstanding Common Stock..
All documents and reports filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated or deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents or reports.
Any statement contained in a document incorporated or deemed to be
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 subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such 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 applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Pursuant to the provisions of the Delaware General Corporation Law (the
"DGCL"), the Registrant has adopted provisions in its Second Amended and
Restated Certificate of Incorporation which provide that none of directors of
the Registrant shall be personally liable for monetary damages to the Registrant
or its stockholders for a breach of fiduciary duty as a director, except for
liability as a result of: (i) a breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) an act
related to the unlawful stock repurchase or payment of a dividend under Section
174 of the DGCL, and (iv) transactions from which the director derived an
improper personal benefit. Such limitation of liability does not affect the
availability or equitable remedies such as injunctive relief or rescission.
<PAGE>
The Registrant's Second Amended and Restated Certificate of Incorporation
also authorizes the Registrant to indemnify its officers, directors and other
agents by bylaws, agreements or otherwise, to the full extent permitted under
Delaware law. The Registrant has entered into separate indemnification
agreements with its executive officers and directors which may, in some cases,
be broader than the specific indemnification provisions contained in the DGCL.
The indemnification agreements will require the Registrant, among other things,
to indemnify such officers and directors against certain liabilities that may
arise by reason of their status or service as officers or directors (other than
liabilities arising from willful misconduct of a culpable nature), and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.
The Registrant has implemented such elimination/limitation of liability and
indemnification provisions in its Second Amended and Restated Certificate of
Incorporation and Bylaws which provide that the Registrant shall indemnify all
directors and, in the discretion of the board of directors, any other person
whom it may indemnify under the DGCL to the fullest extent permitted by the
DGCL.
The above discussion of the Registrant's Second Amended and Restated
Certificate of Incorporation and Bylaws and Sections 102 (b)(7) and 145 of the
DGCL is not intended to be exhaustive and is qualified in its entirety by such
Certificate of Incorporation, Bylaws and statutes.
Pursuant to Section 145(g) of the DGCL the Registrant maintains insurance
on behalf of the directors and officers serving at the request of the
Registrant.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.
4.4(1) Sample Common Stock Certificate.
5.1 Opinion of Morrison & Foerster LLP as to the legality of the Common
Stock being registered. *
23.1 Consent of Morrison & Foerster LLP (see Exhibit 5.1). *
23.2 Consent of KPMG LLP *
23.3 Consent of PricewaterhouseCoopers LLP *
24.1 Powers of Attorney (see signature page)
_________________
* Filed herewith.
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-04309).
Item 9. Undertakings
------------
The undersigned Registrant hereby undertakes:
(a)(l) 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;
<PAGE>
(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) which,
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 clauses
(1)(i) and (1)(ii) shall 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 Section 15(d) of the 1934 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 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.
(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 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in this 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.
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 Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933, 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 of 1933 and will be governed by the
final adjudication of such issue.
<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 Colorado Springs, Colorado on this 17th day of July, 2000.
OPTIKA INC.
(Registrant)
By: /s/ Mark K. Ruport
-------------------
Mark K. Ruport
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 Mark K. Ruport and Steven M. Johnson, and
each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacitates, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
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 date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Mark K. Ruport President, Chief Executive Officer and
------------------------------------- Chairman of the Board (Principal Executive July 17, 2000
Mark K. Ruport Officer)
/s/ Steven M. Johnson Chief Financial Officer, Vice President- Finance
------------------------------------- and Administration, Secretary and Chief July 17, 2000
Steven M. Johnson Financial Officer (Principal Financial and
Accounting Officer)
/s/ James T. Rothe
------------------------------------- Director July 17, 2000
James T. Rothe
/s/ Richard A. Bass
------------------------------------- Director July 17, 2000
Richard A. Bass
/s/ James E. Crawford
------------------------------------- Director July 17, 2000
James E. Crawford
/s/ Alan B. Menkes
------------------------------------- Director July 17, 2000
Alan B. Menkes
/s/ Harry S. Gruner
------------------------------------- Director July 17, 2000
Harry S. Gruner
/s/ Graham O. King
------------------------------------- Director July 17, 2000
Graham O. King
</TABLE>
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Exhibit No. Description
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4.4(1) Sample Common Stock Certificate.
5.1 Opinion of Morrison & Foerster LLP as to the legality of
the Common Stock being registered.*
23.1 Consent of Morrison & Foerster LLP (see Exhibit 5.1).*
23.2 Consent of KPMG LLP*
23.3 Consent of PricewaterhouseCoopers LLP*
24.1 Powers of Attorney (see signature page)
___________________
* Filed herewith.
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-04309).
