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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STORM TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 7372 77-0432180
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CODE CLASSIFICATION NUMBER) IDENTIFICATION NO.)
</TABLE>
521 ALMANOR AVENUE
SUNNYVALE, CA 94086
(408) 522-1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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L. WILLIAM KRAUSE
CHIEF EXECUTIVE OFFICER AND PRESIDENT
STORM TECHNOLOGY, INC.
521 ALMANOR AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 522-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
GREGORY M. GALLO, ESQ. LARRY W. SONSINI, ESQ.
JAMES M. KOSHLAND, ESQ. ANN YVONNE WALKER, ESQ.
JOHN M. FOGG, ESQ. JEFFREY A. HERBST, ESQ.
KELLY L. CANADY, ESQ. MATTHEW B. SWARTZ, ESQ.
GRAY CARY WARE & FREIDENRICH WILSON SONSINI GOODRICH & ROSATI
A PROFESSIONAL CORPORATION PROFESSIONAL CORPORATION
400 HAMILTON AVENUE 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94301 PALO ALTO, CALIFORNIA 94304
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-06911
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock ($.001 par value)............ 115,000 shares $10.50 $1,207,500 $417
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</TABLE>
(1) Includes 412,500 shares issuable upon exercise of an option granted by the
Company to the Underwriters to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
In accordance with General Instruction V to Form S-1 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, incorporated by
reference herein in its entirety is the Registration Statement on Form S-1
(File No. 33-06911) of Storm Technology, Inc. which was declared effective by
the Securities and Exchange Commission on September 30, 1996.
2
<PAGE>
EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
_______ ____________________
5.1 Opinion of Gray Cary Ware & Freidenrich, a professional
corporation (see page II-4).
23.1 Consent of Price Waterhouse LLP independent accountants.
(see page II-5).
23.2 Consent of Counsel (included in Exhibit 5.1).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State of
California, on September 30, 1996.
By /s/ Rick M. McConnell
----------------------------------
Rick M. McConnell
Chief Financial Officer and Vice
President of Finance and
Administration (Principal
Financial and Accounting Officer)
POWER OF SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints L. William Krause and Rick M. McConnell,
and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf
of the undersigned any amendment or amendments (including post-effective
amendments) to this Registration Statement pursuant to Rule 462(b) and to
perform any acts necessary in order to file such amendments, and each of the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or their or his substitutes, shall 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 below on September 30, 1996 by the
following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ L. William Krause Chief Executive Officer, President
- -------------------------------- and Director (Principal Executive
L. William Krause Officer)
/s/ Adriaan Ligtenberg Chief Technical Officer, Vice
- -------------------------------- President of Engineering and
Adriaan Ligtenberg Director
/s/ Rick M. McConnell Chief Financial Officer and Vice
- -------------------------------- President of Finance and
Rick M. McConnell Administration (Principal Financial
and Accounting Officer)
- -------------------------------- Director
Richard C. Alberding
/s/ Mary Jane Elmore Director
- --------------------------------
Mary Jane Elmore
/s/ Raymond Liang Director
- --------------------------------
Raymond Liang
/s/ Andrew S. Rappaport Director
- --------------------------------
Andrew S. Rappaport
II-2
<PAGE>
EXHIBIT 5.1
September 30, 1996
Storm Technology, Inc.
521 Almanor Avenue
Sunnyvale, CA 94086
Ladies and Gentlemen:
We have acted as counsel to Storm Technology, Inc., a Delaware corporation
(the "Company"), in connection with the registration of 115,000 shares of Common
Stock (the "Shares") (including an overallotment of 15,000 shares), offered by
the Company, filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement") pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended. The
Shares are to be sold pursuant to an Underwriting Agreement to be entered into
among the Company, certain selling stockholders, Goldman, Sachs & Co. and
Hambrecht & Quist LLC, as representatives of the several underwriters (the
"Representatives") named in such Underwriting Agreement (the "Underwriting
Agreement").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Restated
Certificate of Incorporation filed with the Secretary of State of the State of
Delaware, the Company's Restated Bylaws and the originals or copies certified to
our satisfaction of such records, documents, certificates, memorandum or other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below and (ii) assumed that the Shares will be sold
by the underwriters at a price determined through negotiations among the
Company, representatives of the selling stockholders and the Representatives.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been duly authorized, and when sold and issued by
the Company in accordance with the terms of the Underwriting Agreement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus which is part of the Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/S/ Gray Cary Ware & Freidenrich
---------------------------------
Gray Cary Ware & Freidenrich
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus incorporated by reference in
this Registration Statement on Form S-1 ("Registration Statement")of our report
dated January 19, 1996 relating to the financial statements of Storm Technology,
Inc., and our report dated February 29, 1996, except as to Note 7 which is as of
March 18, 1996 relating to the financial statements of Primax Electronics (USA),
Inc., which appear in such Prospectus incorporated by reference in the
Registration Statement. We also consent to the references to us under the
headings "Experts" and "Selected Financial Data" in such Prospectus. However,
it should be noted that Price Waterhouse LLP has not prepared or certified such
"Selected Financial Data."
Price Waterhouse LLP
San Jose, California
September 30, 1996
