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As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STORAGE DIMENSIONS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-032487
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
STORAGE DIMENSIONS, INC.
1656 MCCARTHY BLVD.
MILPITAS, CA 95035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1993 STOCK PLAN
1996 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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GENE E. BOWLES, JR.
EXECUTIVE VICE PRESIDENT
STORAGE DIMENSIONS, INC.
1656 MCCARTHY BLVD.
MILPITAS, CA 95035
(408) 954-0710
(Name, address and telephone number of agent for service)
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Copy to:
KENNETH M. SEIGEL, ESQ.
TAMARA G. MATTISON, ESQ.
VICTOR H. SIM, ESQ.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock
1993 Stock Plan 551,605 $0.57 (2) $314,414.85 $ 95.28
1996 Stock Plan 1,000,000 $5.92 $5,920,000.00 $1,793.94
1996 Employee Stock Purchase Plan 200,000 $5.92 $1,184,000.00 $358.79
Total $2,248.01
===================================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the Nasdaq National Market on June
10, 1997.
(2) Average weighted price per share for previously issued shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Storage Dimensions, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Registrant's Prospectus, filed on or about March 12,
1997 pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended (the "Securities
Act").
(b) The description of Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A
dated January 21, 1997, filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") which was declared effective on January
21, 1997 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
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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 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
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sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expense incurred) arising under the
Securities Act of 1933.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1993 Stock Plan and Form of Agreement
4.2 1996 Stock Plan*
4.15 1996 Employee Stock Purchase Plan*
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (See Registration Statement
Signature Page)
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*Included by Reference. See Form S-1, declared effective by the SEC
on March 10, 1997 (Registration Statement No. 333-20045)
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 of 1933;
(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)(1)(ii) do not
apply if the registration statement is on Form S-3 (Section 239.13 of this
chapter) or Form S-8 (Section 239.16(b) of this chapter), 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 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) Filing incorporating subsequent Exchange Act documents
by reference
The undersigned registrant hereby undertakes that, for
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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
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.
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SIGNATURES
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 Milpitas, State of California, on June 6, 1997.
STORAGE DIMENSIONS, INC.
By: /s/ DAVID A. EEG
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David A. Eeg
President and Chief Executive Officer
(Principle Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Eeg and Gene E. Bowles, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ DAVID A. EEG President and Chief Executive Officer June 6, 1997
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David A. Eeg
/s/ GENE E. BOWLES, JR. Executive Vice President, Marketing & June 6, 1997
- ------------------------------------ Customer Service, Director and Secretary
Gene E. Bowles, Jr.
/s/ ROBERT E. BYLIN Senior Vice President, Finance, and Chief
- ------------------------------------ Financial Officer (Principal Financial and
Robert E. Bylin Accounting Officer) June 6, 1997
/s/ BRIAN D. FITZGERALD Director June 6, 1997
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Brian D. Fitzgerald
/s/ A. GEORGE GEBAUER Director June 6, 1997
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A. George Gebauer
/s/ CHONG SUP PARK Director June 6, 1997
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Chong Sup Park
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EXHIBIT 5.1
June 6, 1997
Storage Dimensions, Inc.
1656 McCarthy Blvd.
Milpitas, CA 95035
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 June 6, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 1,751,605 shares of your Common Stock
reserved for issuance under the 1993 Stock Plan, the 1996 Stock Plan, and the
1996 Employee Stock Purchase Plan (the "Plans"). As your legal counsel, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of such Common Stock
under the Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements which accompany the Plan, the Common
Stock issued and sold thereby 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, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to Item E under the general
instructions to Form S-8 under the Securities Act of 1933 with respect to the
Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of our report dated January 16, 1997 which appears in Storage
Dimensions, Inc. Annual Report on Form 10-K for the year ended December 31,
1996.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
San Jose, California
June 6, 1997
