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Registration No.____________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
STORM TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 77-0239305
- -------------------------------------- ----------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
521 Almanor Avenue
Sunnyvale, CA 94086
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(Address of principal executive offices) (Zip code)
STORM TECHNOLOGY, INC.
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Rick M. McConnell
Vice President, Finance and Administration
and Chief Financial Officer
Storm Technology, Inc.
521 Almanor Avenue
Sunnyvale, CA 94086
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 415/691-6600
This registration statement, including all exhibits and attachments, contains 10
pages. The exhibit index may be found on page 8 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered/1/ registered share price fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Amended and Restated 1992 Stock Option Plan/2/
- -------------------------------------------------
Common Stock 175,988 $2.65 $ 466,368.20 $ 141.32
Par Value $0.001 545,812 $4.28 $2,336,075.36 $ 707.90
304,016 $3.94 $1,197,823.04 $ 362.98
1996 Outside Directors Stock Option Plan/3/
- -------------------------------------------------
Common Stock 33,750 $4.00 $ 135,000.00 $ 40.91
Par Value $0.001 78,750 $3.94 $ 310,275.00 $ 94.02
1996 Employee Stock Purchase Plan/4/
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Common Stock 75,000 $3.35 $ 251,250.00 $ 76.14
Par Value $0.001
TOTAL 1,213,316 $4,696,791.60 $1,423.27
</TABLE>
- ----------------------------
/1/ Includes options and purchase rights, as the case may be, to acquire such
Common Stock.
/2/ The offering price is estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. As to the 175,988 shares and 545,812
shares subject to outstanding but unexercised options, the prices are
computed on the basis of the average exercise price. As to the 304,016
remaining shares, the price is based upon the average of the high and low
prices of the Common Stock on March 25, 1997 as reported on the National
Association of Securities Dealers Automated Quotations System.
/3/ As to the 33,750 shares subject to outstanding but unexercised options, the
price is computed on the basis of the exercise price. As to the remaining
78,750 shares, the price is based upon the average of the high and low
prices of the Common Stock on March 25, 1997 as reported on the National
Association of Securities Dealers Automated Quotations System.
/4/ The Storm Technology, Inc. 1996 Employee Stock Purchase Plan establishes a
purchase price equal to 85% of the fair market value of the Company's
Common Stock and, therefore, the price for purchase rights under this plan
is based upon 85% of the average of the high and low prices of the Common
Stock on March 25, 1997 as reported on the National Association of
Securities Dealers Automated Quotations System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
Storm Technology, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1996 as filed with the Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on October 1, 1996 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
- ------ -------------------------
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
or alleged breach of the directors' "duty of care." While the relevant statute
does not change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment
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of dividends and approval of any transaction from which a director derives an
improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
- ------ -----------------------------------
Inapplicable.
Item 8. Exhibits
- ------ --------
See Exhibit Index.
Item 9. Undertakings
- ------ ------------
(a) Rule 415 Offering
-----------------
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
- -----------------
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the
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registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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) Filing incorporating subsequent Exchange Act documents by reference
-------------------------------------------------------------------
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Request for acceleration of effective date or filing of registration
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statement on Form S-8
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Insofar as indemnification for liabilities arising under the
Securities Act 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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SIGNATURE
---------
Pursuant to the requirements of the Securities Act, 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 Sunnyvale, State of California, on March 26, 1997.
Storm Technology, Inc.
By: /s/ Rick M. McConnell
----------------------------------------
Rick M. McConnell, Vice President,
Finance and Administration and
Chief Financial Officer
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POWER OF ATTORNEY
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The officers and directors of Storm Technology, Inc. whose signatures
appear below, hereby constitute and appoint 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 to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act, this registration statement has been signed by the following
persons in the capacities indicated on March 26, 1997.
Signature Title
- --------------------------------------------------------------------------------
/s/ L. William Krause
- --------------------------- President, Chief Executive Officer and Director
L. William Krause (Principal Executive Officer)
/s/ Rick M. McConnell
- --------------------------- Vice President, Finance and Administration and
Rick M. McConnell Chief Financial Officer (Principal Financial
and Accounting Officer)
/s/ Adriaan Ligtenberg
- --------------------------- Chief Technical Officer, Vice President of
Adriaan Ligtenberg Engineering and Director
/s/ Richard C. Alberding
- --------------------------- Director
Richard C. Alberding
/s/ Mary Jane Elmore
- --------------------------- Director
Mary Jane Elmore
- --------------------------- Director
Raymond Liang
/s/ Andrew S. Rappaport
- --------------------------- Director
Andrew S. Rappaport
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EXHIBIT INDEX
Sequentially
Numbered Page
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4.1 Restated Certificate of Incorporation of the --
Company is incorporated by reference to
Exhibit 3.2 to the Company's Registration
Statement on Form S-1 filed with the Securities
and Exchange Commission on October 2, 1996
(File No. 333-06911)
4.2 Bylaws of the Company are incorporated by --
reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on October
2, 1996 (File No. 333-06911)
4.3 Agreement and Plan of Merger between Storm --
Primax, Inc., a California corporation, and Storm
Primax, Inc., a Delaware corporation, is
incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-1
filed with the Securities and Exchange
Commission on October 2, 1996 (File No. 333-
06911)
5 Opinion re legality 9
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Price Waterhouse LLP 10
24 Power of Attorney (included in signature pages to --
this registration statement)
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[LOGO OF GRAY CARY WARE
FREIDENRICH]
Attorneys at Law
400 Hamilton Avenue
Palo Alto, CA 94301-1825
Tel (415) 328-6561
Fax (415) 327-3699
EXHIBIT 5
Our File No.
1190971-900600
1190771-900400
1190771-901500
1190771-901600
March 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Storm Technology, Inc., a Delaware corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to 1,213,316
shares of the Common Stock, $.001 par value, of the Company which may be issued
pursuant to the exercise of options and purchase rights granted under the Storm
Technology, Inc. Amended and Restated 1992 Stock Option Plan, 1996 Outside
Directors Stock Option Plan and 1996 Employee Stock Purchase Plan (the "Plans").
We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we express no
opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California. Based on such examination, we
are of the opinion that the 1,213,316 shares of Common Stock which may be issued
upon exercise of options and purchase rights granted under the Plans are duly
authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Plans, will be validly issued, fully paid and nonassessable. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement
referred to above and the use of our name wherever it appears in said
Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 23, 1997, except as to Note 9,
which is as of March 25, 1997, appearing on page 17 of the Storm Technology,
Inc. Annual Report on Form 10-K for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
March 25, 1997
10
