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As filed with the Securities and Exchange Commission on July 13, 1998
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 (I.R.S. Employer Identification No.)
of 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)
ARTHUR G. CHANG
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
(650) 493-9300
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
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 125,000(1) $0.75 $93,750.00 $33.00
=====================================================================================================
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(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 June 2, 1998
increasing the number of shares authorized for issuance thereunder from
897,000 to 1,397,000. After giving effect to a one-for-four reverse stock
split (the "Reverse Split") of the Company's Common Stock effective on July
7, 1998, the Registrant is hereby registering 125,000 post-split shares
pursuant to this Registration Statement. As a result of the Reverse Split,
the number of shares authorized for issuance under the Registrant's 1993
Incentive Stock Plan is currently 349,250.
(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
July 8, 1998.
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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 Statements (File No. 333-20703 and 333-32945) are incorporated by
reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
--------
Exhibit
Number Document
------- --------
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
July 10, 1998.
SOLOPOINT, INC.
By: /s/ Arthur G. Chang
-------------------------------------
Arthur G. Chang
President and Chief Executive 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/ Arthur G. Chang President and Chief July 10, 1998
- --------------------------- Executive
Arthur G. Chang Officer
(Principal Executive Officer)
/s/ Edward M. Esber, Jr. Chairman of the Board of July 10, 1998
- --------------------------- Directors
Edward M. Esber, Jr.
/s/ Ronald J. Tchorzewski Chief Financial Officer July 10, 1998
- --------------------------- (Principal Financial and
Ronald J. Tchorzewski Accounting Officer)
/s/ Charlie Bass Director July 10, 1998
- ---------------------------
Charlie Bass
Director July 10, 1998
- ---------------------------
Patrick W. Grady
</TABLE>
II-3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- --------------------------------------------------------------
<C> <S>
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 hereto)
24.1 Power of Attorney (see Page II-3)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH AND ROSATI]
July 10, 1998
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 July 10, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 125,000 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
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, 1998, with respect to the financial statements of
SoloPoint, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Palo Alto, California
July 8, 1998
