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As filed with the Securities and Exchange Commission on August 5, 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 Identification No.)
incorporation or organization)
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 Plan)
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:
VAHE H. SARRAFIAN
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(1) Per Share(2) Offering-Price Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1993 Incentive Stock Plan
- -------------------------
Common Stock, no par value 500,000 $2.625 $1,312,500.00 $397.73
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</TABLE>
(1) The shares covered by this Registration Statement represent 500,000 shares
of Common Stock which have become available for issuance under the
Registrant's 1993 Incentive Stock Plan as a result of an amendment approved
by the shareholders at the Registrant's Annual Meeting held on May 21, 1997
increasing the number of shares authorized for issuance thereunder from
397,000 to 897,000.
(2) Estimated in accordance with Rule 457(c) 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
August 1, 1997.
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STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Unless as noted herein, the contents of the Registrant's Form S-8
Registration Statement (File No. 333-20703) are incorporated by reference into
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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Exhibit
Number Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a
Professional Corporation.
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-3).
II-1
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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 August 5, 1997.
SOLOPOINT, INC.
By: /s/ Edward M. Esber, Jr.
-------------------------------------------
Edward M. Esber, Jr.
Chief Executive Officer, President and
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
II-2
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------------- ------------------------
<S> <C> <C>
/s/ Edward M. Esber, Jr.
- ----------------------------------------------------- President, Chief Executive August 5, 1997
Edward M. Esber, Jr. Officer, Chief Financial
Officer and Director
(Principal Executive Officer)
/s/ Arthur G. Chang Chief Operating Officer and August 5, 1997
- ----------------------------------------------------- Vice President of Research and
Arthur G. Chang Development
/s/ Ronald J. Tchorzewski Vice President of Finance August 5, 1997
- ----------------------------------------------------- (Principal Financial and
Ronald J. Tchorzewski Accounting Officer)
/s/ Charlie Bass Chairman of the Board of August 5, 1997
- ----------------------------------------------------- Directors
Charlie Bass
/s/ Patrick W. Grady
- ----------------------------------------------------- Director August 5, 1997
Patrick W. Grady
/s/ Giuliano Raviola
- ----------------------------------------------------- Director August 5, 1997
Giuliano Raviola
/s/ Charles Ross
- ----------------------------------------------------- Director August 5, 1997
Charles Ross
</TABLE>
II-3
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INDEX TO EXHIBITS
Exhibit
Number Description
- --------------------------------------------------------------------------------
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-3)
II-4
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EXHIBIT 5.1
-----------
August 6, 1997
SoloPoint, Inc.
130-B Knowles
Los Gatos, California 95030
Re: Registration Statement on Form S-8
----------------------------------
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 August 5, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 500,000 shares of your
Common Stock under the 1993 Incentive Stock Plan. Such shares of Common Stock
are referred to herein as the "Shares", and such plan is referred to herein as
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,
/s/ Wilson Sonsini Goodrich & Rosati
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 10, 1997, with respect to the financial statements
of SoloPoint, Inc. included in its Annual Report (Form 10-KSB) for the year
ended December 31, 1996 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
August 4, 1997
