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As filed with the Securities and Exchange Commission on January 30, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SOLOPOINT, INC.
(Exact name of registrant as specified in its charter)
California 77-0337580
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130-B Knowles
Los Gatos, California 95030
(Address, including zip code, of Registrant's principal executive offices)
1993 INCENTIVE STOCK PLAN
(Full title of the Plans)
EDWARD M. ESBER, JR.
President and Chief Executive Officer
SoloPoint, Inc.
130-B Knowles
Los Gatos, California 95030
(Name, address and telephone number of agent for service)
Copies to:
Michael J. O'Donnell
Richard S. Arnold, Jr.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed
Maximum Proposed
Title of Securities Amount Offering Maximum Amount of
to be to be Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
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<S> <C> <C> <C> <C>
1993 Incentive Stock Plan
Common Stock, no par value 275,170 $2.5517 $702,149 $212.77
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</TABLE>
(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based upon the
average of the high and low prices of the Common Stock as reported on the
Nasdaq SmallCap Market on January 28, 1997.
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
-------------------------------------
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
The Registrant's Final Prospectus dated August 6, 1996, filed with the
Commission on August 6, 1996 pursuant to Rule 424(b) of the Securities Act of
1933, as amended (the "Securities Act").
The Form 10-QSB of the Registrant filed pursuant to Section 31(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") on November 12, 1996.
The description of the Registrant's Common Stock which is contained in
the Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act on July 18, 1996, and any further amendment or report filed
hereafter for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the filing 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 the
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.
-----------------------------------------
The Registrant has adopted provisions in its Articles of Incorporation that
eliminate the personal liability of its directors for monetary damages arising
from a breach of their fiduciary duties in certain circumstances to the fullest
extent permitted by law and that authorize the Registrant to indemnify its
directors and officers to the fullest extent permitted by law. Such limitation
of liability does not affect the availability of equitable remedies such as
injunctive relief or rescission.
II-1
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The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by California law,
including circumstances in which indemnification is otherwise discretionary
under California law. The Bylaws also provide that, to the fullest extent
permitted by California law, the Registrant shall advance expenses incurred by
its directors and officers as a result of any proceedings against them as to
which they could be indemnified. The Registrant has entered into
indemnification agreements with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the California Corporations Code. The indemnification agreements
may 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 directors or officers (other than liabilities arising from willful
misconduct of a culpable nature), to advance their expenses incurred as a result
of any proceeding against them as to which they could be indemnified, and to
obtain directors' and officers' insurance if available on reasonable terms.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed 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.
The Registrant believes that its Articles of Incorporation and Bylaw provisions
and indemnification agreements are necessary to attract and retain qualified
persons as directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
Item 8. EXHIBITS.
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Exhibit
Number Document
- ---------- --------------------------------------------------------------------
3.1* Articles of Incorporation of Registrant
3.2* Bylaws of Registrant
4.1* 1993 Incentive Stock Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-5)
- --------------
* Incorporated by reference to the Exhibits filed with the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-5056-LA) as
declared effective by the Securities and Exchange Commission on August 6,
1996
II-2
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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, 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 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 an 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 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.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
SoloPoint, Inc. 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 Los Gatos, State of California on January 30,
1997.
SOLOPOINT, INC.
By: /s/ Edward M. Esber, Jr.
------------------------------------------
Edward M. Esber, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
II-4
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Arthur G. Chang and Edward M. Esber, Jr., jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him 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 each of said attorneys-in-fact, or his
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
DATE INDICATED.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Edward M. Esber, Jr. President, Chief Executive January 30, 1997
- ----------------------- Officer and Director
Edward M. Esber, Jr. (Principal Executive Officer)
/s/ Arthur G. Chang Chief Operating Officer January 30, 1997
- -----------------------
Arthur G. Chang
/s/ Ron Tchorzewski Vice President of Finance January 30, 1997
- ----------------------- (Principal Financial and
Ron Tchorzewski Accounting Officer)
/s/ Charlie Bass Chairman of the Board of January 30, 1997
- ----------------------- Directors
Charlie Bass
/s/ Patrick W. Grady Director January 30, 1997
- -----------------------
Patrick W. Grady
/s/ Giuliano Raviola Director January 30, 1997
- -----------------------
Giuliano Raviola
/s/ Charles Ross Director January 30, 1997
- -----------------------
Charles Ross
II-5
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INDEX TO EXHIBITS
Exhibit Description
Number
- -------- ------------------------------------------------------------------
3.1* Articles of Incorporation of Registrant
3.2* Bylaws of Registrant
4.1* 1993 Incentive Stock Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see Page II-5)
- ------------
* Incorporated by reference to the Exhibits filed with the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-5056-LA) as
declared effective by the Securities and Exchange Commission on August 6,
1996
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EXHIBIT 5.1
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January 30, 1997
SoloPoint, Inc.
130-B Knowles
Los Gatos, California 95030
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about January 30, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of shares of SoloPoint, Inc.'s Common Stock,
no par value (the "Shares"), reserved for issuance pursuant to the 1993
Incentive Stock Plan, as amended (the "Plan"). As legal counsel for SoloPoint,
Inc., we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plan, and pursuant to the agreement that accompanies each grant
under the Plan, will be legally and validly issued, fully-paid and non-
assessable.
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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1993 Incentive Stock Plan of SoloPoint, Inc. of our
report dated February 9, 1996, except for the first two paragraphs of Note 8 as
to which the date is April 4, 1996, and except for the fourth paragraph of Note
8 as to which the date is August 6, 1996, with respect to the financial
statements and schedule of SoloPoint, Inc. included in the Form SB-2 dated
August 6, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
January 24, 1997
