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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Commission File No. 333-75167
SONIC FOUNDRY, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
MARYLAND 39-1783372
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1617 Sherman Avenue, Madison, WI 53704 (608) 256-3133
(Address of principal executive offices) (Issuer's telephone number)
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Sonic Foundry, Inc. 1995 Stock Option Plan (2,000,000 additional shares)
Sonic Foundry, Inc. Non-Employee Director Stock Option Plan
(420,000 additional shares)
(Full title of plans)
Rimas P. Buinevicius
Chief Executive Officer
1617 Sherman Avenue
Madison, WI 53704
(608) 256-3133
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Calculation of Registration Fee
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<CAPTION>
Title of each class of Proposed Maximum Amount of
Securities to be Offering Price Per Aggregate Offering Registration
Registered Amount to be Registered Share (1) Price (1) Fee
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 2,420,000 shares (2) $8.845 $21,404,700 $5,650.89
---------------------------------------------------------------------------------------------------------------------------
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(1) Computed pursuant to Rule 457(c) and (h) based on the average of the high
and low prices reported on the Nasdaq Stock Market on September 1, 2000,
which was $8.845.
(2) On March 26, 1999, Registrant registered (i) 2,000,000 shares to be issued
under the 1995 Stock Option Plan and (ii) 180,000 shares to be issued under
the Non-Employee Directors Stock Option Plan (both taking into account a
2-for-1 split of the Company's common stock, the record date of which was
April 7, 2000. Pursuant to Instruction E on Form S-8, an additional (i)
2,000,000 shares are being registered herein to be issued pursuant to the
1995 Stock Option Plan, and (ii) an additional 420,000 shares are being
registered herein to be issued pursuant to the Non-Employee Directors Stock
Option Plan.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E on Form S-8, the contents of the
Registration Statement filed by Sonic Foundry, Inc. (the "Company") under
Registration Number 333-75167, as amended, with respect to securities offered
pursuant to the Company's 1995 Stock Option Plan, as amended (the "Plan"), are
hereby incorporated by reference herein, and the opinions and consents listed
below are annexed hereto:
Exhibit Number Description
-------------- -----------
4.1 Registrant's 1995 Stock Option Plan, as amended
4.2 Registrant's Non-Employee Directors Stock Option Plan (1)
5.1 Opinion of McBreen & Kopko regarding the legality of the
Common Stock registered hereby
23.1 Consent of McBreen & Kopko (included in its opinion to be
filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney (contained within Signature Page)
(1) Filed as an exhibit to the company's registration statement on amendment
No. 2 to Form SB-2 dated April 3, 1998 (Reg. No. 333-46005) and hereby
incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 1st day of
September, 2000.
Sonic Foundry, Inc.
By: /s/ Rimas Buinevicius
---------------------------
Rimas Buinevicius, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rimas Buinevicius and Kenneth Minor as his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute may lawfully 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 dates indicated:
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Signature Title Dated
--------------------- -------------------------------------- -----------------
<S> <C> <C>
/s/ Rimas Buinevicius Chairman of the Board, Chief Executive September 1, 2000
--------------------- Officer and Treasurer
Rimas Buinevicius (Principal Executive Officer)
/s/ Kenneth Minor Chief Financial Officer September 1, 2000
--------------------- (Principal Financial and
Kenneth Minor Accounting Officer)
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<CAPTION>
<S> <C> <C>
/s/ Monty Schmidt President and Director September 1, 2000
--------------------------
Monty Schmidt
/s/ Curtis Palmer Executive Vice President, September 1, 2000
-------------------------- Chief Technology Officer
Curtis Palmer and Director
/s/ Frederick H. Kopko, Jr. Secretary and Director September 1, 2000
--------------------------
Frederick H. Kopko, Jr.
/s/ Arnold Pollard Director September 1, 2000
--------------------------
Arnold Pollard
/s/ David Kleinman Director September 1, 2000
--------------------------
David Kleinman
/s/ Jan Brzeski Director September 1, 2000
--------------------------
Jan Brzeski
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INDEX TO EXHIBITS
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Page
Item Number
Sequentially
Numbered Description
------------ ----------------------------------------------------------
<C> <S>
4.1 Registrant's 1995 Stock Option Plan, as amended
5.1 Opinion of McBreen & Kopko as to the legality of the stock
registered hereby
23.1 Consent of McBreen & Kopko (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (contained within Signature Page)
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