As filed with the Securities and Exchange Commission on February 26, 1999
File 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
NAVIDEC, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-0502730
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 Inverness Drive, Suite F-116, Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)
Navidec, Inc. Stock Option Plan
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(Full title of the plan)
Patrick R. Mawhinney
14 Inverness Drive, Suite F-116
Englewood, Colorado 80112
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(Name and address of agent for service)
(303) 790-7565
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(Telephone number, including area code, of agent for service)
Copy to:
Roger V. Davidson, Esq.
Andrew J. Creighton, Esq.
Ballard Spahr Andrews & Ingersoll, LLP
1225 17th Street, Suite 2300
Denver, Colorado 80202-5596
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee(2)
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<S> <C> <C> <C> <C>
Common Stock,
no par value 79,450 $5.75 $456,838 $127
Common Stock,
no par value 364,550 3.00 1,093,650 304
Common Stock,
no par value 50,000 3.56 178,000 49
Common Stock,
no par value 430,000 5.44 2,339,200 650
Common Stock,
no par value 50,000 2.44 122,000 34
Common Stock,
no par value 10,000 2.81 28,100 8
Common Stock,
no par value 11,000 2.34 25,740 7
Common Stock,
no par value 5,000 2.50 12,500 3
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TOTALS 1,000,000 $4,256,028 $1,182
============================================================================
</TABLE>
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(1) The number of shares of Common Stock represents the maximum number of
shares available for issuance under the Navidec, Inc. Stock Option
Plan. This registration statement also covers an indeterminate number
of additional shares of Common Stock as may be issuable under the Stock
Option Plan by reason of adjustments in the number of shares covered
thereby as described in the Stock Option Plan and prospectus relating
to the Stock Option Plan.
(2) The offering price and the registration fee for the securities offered
pursuant to this registration statement were calculated in accordance
with Rule 457(h).
<PAGE>
PART I
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INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants of the Stock Option Plan of Navidec, Inc.
(the "Registrant") as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Those documents and the documents
incorporated herein by reference to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are deemed to be incorporated by reference in this
registration statement and to be a part hereof.
1. The Registrant's annual report on form 10-KSB for the year ended
December 31, 1997.
2. The Registrant's quarterly reports on form 10-QSB for the three month
periods ended March 31, 1998, June 30, 1998 and September 30, 1998.
3. The Registrant's current reports on form 8-K reporting events dated each
of April 30, 1998 and January 7, 1999.
4. The Registrant's proxy statement for the Registrant's annual meeting of
shareholders held June 24, 1998.
5. The description of the Registrant's no par value common stock which is
contained in the Registrant's registration statement on Form 8-A filed with the
Securities and Exchange Commission (the "Commission") on January 28, 1997.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), 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 into this registration statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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The information required by Item 4 is not applicable to this Registration
Statement since the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
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Inapplicable.
1
<PAGE>
Item 6. Indemnification of Directors and Officers.
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The Registrant's Articles of Incorporation eliminate the personal liability
of directors to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty to the extent permitted by Colorado law. The
Registrant's Articles of Incorporation and By-Laws provide that the Registrant
shall indemnify its officers and directors to the extent permitted by Colorado
law, which authorizes a corporation to indemnify directors, officers, employees
or agents of the corporation in non-derivative suits if such party acted in good
faith and in a manner such party reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The Colorado Business Corporation Act further provides that
indemnification shall be provided if the party in question is successful on the
merits or otherwise.
Item 7. Exemption From Registration Claimed.
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Inapplicable.
Item 8. Exhibits.
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4.1 Stock Option Plan of the Registrant is incorporated herein by
reference from the Appendix to the Registrant's preliminary proxy
statement (SEC File No. 333-14497) for the Registrant's Annual
Meeting of Shareholders as filed with the Commission on May 13,
1998.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP concerning the
legality of the Common Stock offered hereby.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1 to this regis tration statement).
23.2 Consent of Hein + Associates LLP, independent certified public
accountants.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) Include any additional or changed material information
on the plan of distribution.
2
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(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 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 of 1933, 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 the
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 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.
(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 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.
3
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, 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 Denver and State of Colorado on the 26th day of
February, 1999.
NAVIDEC, INC.
By: /s/ Ralph Armijo
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Ralph Armijo, President, Chief Executive Officer
and Director)
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 dates indicated.
Signature Title Date
/s/Ralph Armijo President, Chief Executive February 26, 1999
- ------------------------- Officer and Director
Ralph Armijo
/s/Andrew Davis Director February 26, 1999
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Andrew Davis
/s/Patrick R. Mawhinney Chief Financial Officer, February 26, 1999
- ------------------------- Treasurer and Director
Patrick R. Mawhinney
/s/Lloyd G. Chavez, Jr. Director February 26, 1999
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Lloyd G. Chavez, Jr.
/s/Gerald A. Marroney Director February 26, 1999
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Gerald A. Marroney
/s/James Hosch Director February 26, 1999
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James Hosch
/s/Michael Kranitz Director and Vice President February 26, 1999
- ------------------------- of Strategic Development
Michael Kranitz Strategic Development
4
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Stock Option Plan of the Registrant is incorporated herein by reference
from the Appendix to the Registrant's preliminary proxy statement (SEC File
No. 333-14497) for the Registrant's Annual Meeting of Shareholders as filed
with the Commission on May 13, 1998.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP concerning the legality
of the Common Stock offered hereby.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1
to this registration statement).
23.2 Consent of Hein + Associates LLP, independent certified public accountants.
5
Law Offices
Ballard Spahr Andrews & Ingersoll, LLP
1225 17th Street, Suite 2300 Philadelphia, Pa
Denver, Colorado 80202-5596 Baltimore, MD
(303) 292-2400 Camden, NJ
FAX: (303) 296-3956 Salt Lake City, UT
[email protected] Washington, DC
February 24, 1999
NAVIDEC, Inc.
14 Inverness Drive, Suite F-116
Englewood, Colorado 80112
Re: Registration Statement on Form S-8
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Gentlemen and Ladies:
We have acted as counsel for NAVIDEC, Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-8 to be
filed by the Company with the Securities and Exchange Commission relating to
1,000,000 shares of the Company's no par value common stock (the "Common Stock")
to be offered by the Company pursuant to its Stock Option Plan. As such counsel,
we have examined and relied upon such records, documents, certificates and other
instruments and have made such other investigation as we deemed appropriate as
in our judgment are necessary or appropriate to form the basis for the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that the shares
of the Common Stock being offered by the Company when sold in accordance with
the Registration Statement on Form S-8 will be validly issued and outstanding,
fully paid and nonassessable.
We express no opinion concerning the laws of any jurisdiction
other than the federal law of the United States of America and the law of the
State of Colorado. We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference of our report dated February 3,
1997 accompanying the financial statements of NAVIDEC, Inc. also incorporated by
reference, in the Form S-8 Registration Statement of NAVIDEC, Inc.
HEIN + ASSOCIATES LLP
Denver, Colorado
February 19, 1999
