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As filed with the Securities and Exchange Commission on January 8, 1998
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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BRISTOL RETAIL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-2235556
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 Birch Street, Suite 205, Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip Code)
1996 EQUITY PARTICIPATION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
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Richard H. Walker
Chief Executive Officer and President
Bristol Retail Solutions, Inc.
5000 Birch Street, Suite 205, Newport Beach, CA 92660
(Name and address of agent for service)
(714) 475-0800
(Telephone number, including area code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
Michael E. Flynn, Esq.
Mark L. Skaist, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(714) 725-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered (1) Offering Aggregate Registration Fee
Price Per Share Offering Price
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 2,650,000 shares (2) $8,159,487.50(2) $2,407.05
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Registrant's
1996 Equity Participation Plan (the "Stock Option Plan") and the 1997
Employee Stock Purchase Plan ("1997 Employees Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of shares
of Common Stock registered hereby which would be issued upon exercise of
outstanding options granted under the Stock Option Plan is based upon
the per share exercise price of such options, the weighted average of
which is approximately $2.98 per share. With respect to the remaining
shares of Common Stock registered hereby which would be issued upon
exercise of the remaining options which the Company is authorized to
issue under the Stock Option Plan and the 1997 Employees Plan, the
aggregate offering price is estimated solely for purposes of calculating
the registration fee, in accordance with Rule 457(h) on the basis of the
price of securities of the same class, as determined in accordance with
Rule 457(c), using the average of the high and low price reported by the
NASDAQ SmallCap Market for the Common Stock on January 5, 1998
which was $3.1875 per share.
Exhibit Index on Page 2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed with the Commission on March 31,
1997.
(b) The Company's Quarterly Report on form 10-QSB for the quarter
ended March 31, 1997, filed with the Commission on May 14, 1997,
for the quarter ended June 30, 1997, filed with the Commission
on August 13, 1997 and for the quarter ended September 30, 1997,
filed with the Commission on November 14, 1997.
(c) The Company's Current Reports on Form 8-K filed December
20,1996, January 15, 1997 (and the amendment thereto filed with
the Commission), April 17, 1997, May 23, 1997 (and the amendment
thereto filed with the Commission), May 29, 1997, June 12, 1997
(and the amendment thereto filed with the Commission), June
20,1997 (and the amendment thereto filed with the Commission),
July 21, 1997 and October 7, 1997.
(d) The definitive Proxy Statement of the Company, filed with the
Commission on April 14, 1997 pursuant to Section 14 of the
Exchange Act in connection with the 1997 Annual Meeting of
Stockholders of the Company.
(e) The Company's Registration Statement on Form SB-2, Registration
No. 333-5570-LA and the final prospectus filed with respect
thereto pursuant to Rule 424(b) of the Securities Act of 1933,
as amended.
(f) The description of the Company's Common Stock which is contained
in the Company's registration statement on Form 8-A filed under
the Securities Exchange Act of 1934 (the "Exchange Act"), filed
with the Commission on October 28, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c) 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or 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.
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Not applicable
Item 5. Interests of Named Experts and Counsel.
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Not applicable
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Item 6. Indemnification of Directors and Officers.
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(a) As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation, as amended, eliminates the liability of directors
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent otherwise required by the Delaware
General Corporation Law.
(b) The Company's Bylaws provide that the Company will indemnify each
person who was or is made a party to any proceeding by reason of the fact that
such person is or was a director, officer, employee or agent of the Company
against all expense, liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized by the Delaware
General Corporation Law.
(c) The Company has entered into indemnification agreements with each of
its directors and officers, which provide for the indemnification of such
directors and officers against any and all expenses, judgements, fines,
penalties and amounts paid in settlement, to the fullest extent permitted by
law.
Item 7. Exemption from Registration Claimed.
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Not applicable
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
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<C> <S>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant.
10.1 Form of the 1996 Equity Participation Plan of Bristol Retail Solutions, Inc. dated July 31,1996 (Incorporated
by reference to Exhibit 10.1 of the Company's Registration Statement of Form SB-2 as filed with the
Securities and Exchange Commission on September 12, 1996, File No. 333-5570-LA).
10.2 Amendment to the 1996 Equity Participation Plan of Bristol Retail Solutions, Inc. (Incorporated by reference
to Exhibit A of the Company's Definitive Proxy Statement pursuant to Section 14 (a) as filed with the
Securities and Exchange Commission on April 14, 1997, File No. 0-21633).
10.3 Bristol Retail Solutions, Inc. 1997 Employee Stock Purchase Plan (Incorporated by reference to Exhibit B of
the Company's Proxy Statement pursuant to Section 14 (a) as filed with the Securities and Exchange
Commission on April 14, 1997, File No. 0-21633).
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as
Exhibit 5.1).
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Deloitte and Touche LLP.
24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1).
</TABLE>
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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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 of Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act that are incorporated by reference 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.
(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
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act maybe permitted to directors, officers and controlling persons of
the Company 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 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.
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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 Newport Beach, State of California, on the 7th day of
January, 1998.
BRISTOL RETAIL SOLUTIONS, INC.
A Delaware Corporation
By: /s/ RICHARD H. WALKER
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Richard H. Walker
Chief Executive
Officer, President and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Bristol Retail
Solutions, Inc., do hereby constitute and appoint Richard H. Walker and Paul
Spindler, or either of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with 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 or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ RICHARD H. WALKER
- ---------------------------------- Chief Executive Officer, President January 7, 1998
Richard H. Walker and Director
(Principal Executive Officer)
/s/ PAUL SPINDLER
- ---------------------------------- Chairman of the Board of Directors, January 7, 1998
Paul Spindler Executive Vice President and
Secretary
/s/ LAWRENCE COHEN
- ---------------------------------- Vice Chairman of the Board of January 7, 1998
Lawrence Cohen Directors
/s/ ROGER T. MONACO
- ---------------------------------- Senior Vice President and Chief January 7, 1998
Roger T. Monaco Financial Officer (Principal
Financial and Accounting Officer)
/s/ JACK BORSTING
- ---------------------------------- Director January 7, 1998
Jack Borsting, Ph. D.
/s/ THOMAS LUTRI
- ---------------------------------- Director January 7, 1998
Thomas Lutri, M. D.
</TABLE>
S-1
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EXHIBIT 5.1
STRADLING, YOCCA, CARLSON & RAUTH
A Professional Corporation
Attorneys at Law
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660-6441
Telephone (714) 725-4000
Facsimile (714) 725-4100
January 8, 1998
Bristol Retail Solutions, Inc.
5000 Birch Street Suite 205
Newport Beach, California 92660
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") being filed by Bristol Retail
Solutions, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of a total of 2,650,000 shares of the Company's common
stock, $.001 par value ("Common Stock"), issuable under the Company's 1996
Equity Participation Plan and its 1997 Employee Stock Purchase Plan
(collectively, the "Plans").
We have examined the proceedings heretofore taken and are familiar
with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above.
Based on the foregoing, it is our opinion that the 2,650,000 shares of
Common Stock to be issued under the Plans against full payment in accordance
with the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STRADLING,YOCCA,CARLSON & RAUTH
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Stradling, Yocca, Carlson & Rauth
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Equity Participation Plan and the 1997
Employee Stock Purchase Plan of Bristol Retail Solutions, Inc. of our report
dated March 27, 1997, with respect to the consolidated financial statements of
Bristol Retail Solutions, Inc. included in its Annual Report (Form 10-KSB) for
the year ended December 31,1996; of our report dated March 5, 1997, with
respect to the financial statements of Automated Register Systems, Inc.,
included in its Form 8-KA dated March 14,1997; and our report dated July 15,
1997, with respect to the financial statements of Electronic Business
Machines, Inc. included in its Form 8-KA dated August 12, 1997 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
January 8, 1998
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Bristol Retail Solutions, Inc. of our report dated June 5, 1997
(relating to the financial statements of Smyth Systems, Inc. not presented
separately herein), appearing on the Form 8-K/A of Bristol Retail Solutions,
Inc. filed on July 29, 1997.
/s/ DELOITTE & TOUCHE LLP
Akron, Ohio
January 5, 1998
