<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16,
1996.
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DOCUMENT SCIENCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0485994
------------------ ------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
6333 GREENWICH DRIVE
SUITE 100
SAN DIEGO, CA 92122
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1993 STOCK OPTION PLAN
1995 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
TONY N. DOMIT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DOCUMENT SCIENCES CORPORATION
6333 GREENWICH DRIVE
SUITE 100
SAN DIEGO, CA 92122
(619) 625-2000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
Copies to:
MARK A. BERTELSEN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE*
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
- - Options issued under the 1993 Stock Option Plan..... 189,630 $0.14 $ 26,548.20(1) $ 8.05
- - Options issued under the 1995 Stock Incentive Plan.. 277,616 5.40 1,499,126.40(2) 454.28
- - Reserved under 1995 Stock Incentive Plan............ 497,086 10.063 5,002,176.42(3) 1,515.81
TOTAL............................................ 964,332 $6,527,851 $1,978
======= ============= =========
====================================================================================================================================
</TABLE>
* Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee.
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $0.14 per share.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $5.40 per share.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $10.063 per share, which
represents the average of the high and the low prices reported on the
Nasdaq National Market on December 12, 1996.
<PAGE> 2
DOCUMENT SCIENCES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 filed on November 14, 1996.
(b) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A, as amended,
filed on July 5, 1996.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 on or after the date
of this Registration Statement and 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 in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
The Registrant's Bylaws provide for mandatory indemnification of its directors
and officers and permissible indemnification of employees and other agents to
the fullest extent permitted by the Delaware General Corporation Law. In
addition, the Registrant's Amended and Restated Certificate of Incorporation
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, its directors shall not be personally liable for monetary
damages for breach of the directors' fiduciary duties as directors to the
Registrant and its stockholders. This provision in the Amended and Restated
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain under Delaware law. Further, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving
II-1
<PAGE> 3
intentional misconduct or knowing violations of law, for acts or omissions that
the director believes to be contrary to the best interests of the Registrant or
its stockholders, for any transaction from which the director derived an
improper personal benefit, for acts or omissions involving a reckless disregard
for the director's duty to the Registrant or its stockholders when the director
was aware or should have been aware of a risk of serious injury to the
Registrant or its stockholders, for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its stockholders, for improper transactions between
the director and the Registrant and for improper distributions to stockholders
and loans to directors and officers. This provision also does not affect a
director's responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws. In addition, the Registrant has
entered into contractual agreements with each of its directors and certain
officers of the Registrant designated by the Board to indemnify such individuals
to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------------------------------------------------------
<S> <C>
4.1* 1993 Stock Option Plan.
4.2* 1995 Stock Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., with
respect to the securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
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(*) Incorporated by reference to the Registrant's Registration
Statement on Form S-1(File No. 333-06349), which was declared
effective by the Commission on September 19, 1996.
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 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.
(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.
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<PAGE> 4
(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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE> 5
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 San Diego, State of California, on this 16th day of
December, 1996.
DOCUMENT SCIENCES CORPORATION
By: /s/ TONY N. DOMIT
------------------------------
Tony N. Domit, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tony N. Domit and Barbara E. Amantea,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or their substitute or substitutes, may 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ TONY N. DOMIT President, Chief Executive Officer and Director December 16, 1996
- ------------------------------ (Principal Executive Officer)
(Tony N. Domit)
/s/ BARBARA E. AMANTEA Vice President, Chief Financial Officer, Treasurer December 16, 1996
- ------------------------------ and Secretary (Principal Financial Officer)
(Barbara E. Amantea)
/s/ ROBERT D. GERHART Controller (Principal Accounting Officer) December 16, 1996
- ------------------------------
(Robert D. Gerhart)
/s/ ROBERT V. ADAMS Chairman of the Board of Directors December 16, 1996
- ------------------------------
(Robert V. Adams)
Director December , 1996
- ------------------------------
(Colin J. O'Brien)
/s/ JAMES J. COSTELLO Director December 16, 1996
- ------------------------------
(James J. Costello)
/s/ THOMAS L. RINGER Director December 16, 1996
- ------------------------------
(Thomas L. Ringer)
/s/ BARTON L. FABER Director December 16, 1996
- ------------------------------
(Barton L. Faber)
</TABLE>
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<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1* 1993 Stock Option Plan.
4.2* 1995 Stock Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., with
respect to the securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
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(8) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-06349), which was declared effective by the
Commission on September 19, 1996.
<PAGE> 1
EXHIBIT 5.1
December 16, 1996
Document Sciences Corporation
6333 Greenwich Drive, Suite 100
San Diego, California 92122
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Document Sciences Corporation (the
"Company" or "you"), with the Securities and Exchange Commission on or about
December 16, 1996, in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 964,332 shares of your Common Stock,
$0.001 par value (the "Shares"), reserved for issuance pursuant to the Company's
1993 Stock Option Plan and 1995 Stock Incentive Plan (the "Plans"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/S/ WILSON SONSINI GOODRICH & ROSATI, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1993 Stock Option Plan and the 1995
Stock Incentive Plan of Document Sciences Corporation of our report dated July
12, 1996, with respect to the consolidated financial statements of Document
Sciences Corporation included in its Registration Statement (Form S-1) filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
December 16, 1996
