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As Filed With The Securities And Exchange Commission on June 29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DOCUCORP INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 75-2690838
(State of incorporation) (I.R.S. employer identification no.)
5910 North Central Expressway, Suite 800
Dallas, Texas 75206
(Address of principal executive office) (Zip code)
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1997 Equity Compensation Plan
1997 Employee Stock Purchase Plan
1997 Non-Employee Director Stock Options
(Full title of the plan)
Todd A. Rognes, Senior Vice President Bruce H. Hallett
DocuCorp International, Inc. Crouch & Hallett, L.L.P.
5910 North Central Expressway, Suite 800 717 N. Harwood Street
Dallas, Texas 75206 Suite 1400
(214) 953-0053 Dallas, Texas 75201
(214) 891-6500
(Names, addresses and telephone numbers, including area codes,
of agents for service)
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:
Sales to the purchasers of securities proposed to be registered hereunder will
occur from time to time after the effective date of this Registration
Statement.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee*
- ------------------- -------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,970,000 Shs. $5.875 $11,573,750 $3,415
</TABLE>
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* Estimated solely for purposes of calculating the registration fee, which has
been computed in accordance with Rule 457(h).
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed (i) through (iii) below are hereby incorporated by
reference into this Registration Statement. All documents subsequently filed
by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") prior to 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 herein and to be a part hereof from
the date of filing of such documents.
(i) The registrant's latest annual report filed pursuant to Section 13
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule
424(b) or under the Securities Act of 1933, as amended, (the "1933 Act"),
which contains, either directly or by incorporation by reference, certified
financial statements for the registrant's latest fiscal year for which such
statements have been filed.
(ii) All other reports filed pursuant to Section 13(a) and 15(d) of the
1934 Act since the end of the fiscal year covered by the annual reports or
the prospectus referred to in (i) above.
(iii) The description of the registrant's Common Stock, $.01 par value
("Common Stock") which is contained in the Company's latest registration
statement filed under the 1934 Act, including any amendments or reports filed
for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The registrant's Certificate of Incorporation permits indemnification to
the fullest extent permitted by Delaware law. The registrant's By-laws
require the registrant to indemnify any person who was or is an authorized
representative of the registrant and who was or is a party or is threatened
to be made a party to any corporate proceeding, by reason of the fact that
such person was or is an authorized representative of the registrant, against
expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such third party
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
registrant and, with respect to any criminal third party proceeding
(including any action or investigation which could or does lead to a criminal
third party proceeding) had
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no reasonable cause to believe such conduct was unlawful. The registrant
shall also indemnify any person who was or is an authorized representative of
the registrant and who was or is a party or is threatened to be made a party
to any corporate proceeding by reason of the fact that such person was or is
an authorized representative of the registrant, against expenses actually and
reasonably incurred by such person in connection with the defense or
settlement of such corporate action if such person acted in good faith and in
a manner reasonably believed to be in, or not opposed to, the best interests
of the registrant, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such corporate proceeding
was pending shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
authorized representative is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem
proper. Such indemnification is mandatory under the registrant's By-laws as
to expenses actually and reasonably incurred to the extent that an authorized
representative of the registrant has been successful on the merits or
otherwise in defense of any third party or corporate proceeding or in defense
of any claim, issue or matter therein. The determination of whether an
individual is entitled to indemnification may be made by a majority of
disinterested directors or independent legal counsel in a written legal
opinion of the stockholders. Delaware law also permits indemnification in
connection with a proceeding brought by or in the right of the registrant to
procure a judgment in its favor. Insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the
registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in that Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Crouch & Hallett, LLP (filed herewith).
23(a) Consent of Price Waterhouse LLP (filed herewith).
23(b) Consent of Crouch & Hallett, LLP (included as part of
Exhibit 5).
24 Power of Attorney (see signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the 1933 Act.;
(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) Include any material information on the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that (i) and (ii) do not apply if 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 1934 Act that are incorporated by
reference in this registration statement.
(b) That, for the purpose of determining any liability under the
1933 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 the time shall be deemed to be the initial
bona fide offering thereof; and
(c) 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.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 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.
(3) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the certificate of incorporation or bylaws of the
registrant 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
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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 1933 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 Dallas and the State of Texas, on the 26th day of
June, 1998.
DocuCorp International, Inc.
By /s/ Todd A. Rognes
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Todd A. Rognes
Senior Vice President, Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Michael D. Andereck and Todd A.
Rognes, and each of them, each with full power to act without the other, his
or her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes
may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the 1933 Act, this registration
statement has been signed below by the following persons in the capacities
and on June 26, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Michael D. Andereck
- ------------------------------
Michael D. Andereck President and Chief Executive Officer, and
Director (Principal Executive Officer)
/s/ Todd A. Rognes
- ------------------------------
Todd A. Rognes Senior Vice President, Finance (Principal
Financial and Accounting Officer)
/s/ Milledge A. Hart, III
- ------------------------------
Milledge A. Hart, III Chairman of the Board of Directors
/s/ Anshoo S. Gupta
- ------------------------------
Anshoo S. Gupta Director
/s/ John D. Loewenberg
- ------------------------------
John D. Loewenberg Director
/s/ Warren V. Musser
- ------------------------------
Warren V. Musser Director
/s/ George F. Raymond
- ------------------------------
George F. Raymond Director
/s/ Arthur R. Spector
- ------------------------------
Arthur R. Spector Director
</TABLE>
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INDEX TO EXHIBITS
5 Opinion of Crouch & Hallett, LLP (filed herewith).
23(a) Consent of Price Waterhouse LLP (filed herewith).
23(b) Consent of Crouch & Hallett, LLP (included as part of
Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).
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EXHIBIT 5
(214) 953-0053
June 29, 1998
DocuCorp International, Inc.
5910 North Central Expressway, Suite 800
Dallas, Texas 75206
Gentlemen:
We have served as counsel for DocuCorp International, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of
1933, as amended, covering the issuance of a maximum of 1,970,000 shares (the
"Shares") of Common Stock, $.01 par value, of the Company to be issued in
connection with the 1997 Employee Stock Purchase Plan, 1997 Equity
Compensation Plan and 1997 Non-Employee Director Stock Options.
We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed herein. Based upon the foregoing,
we are of the opinion that the Shares, when issued and delivered, will be
duly and validly issued and outstanding, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ CROUCH & HALLETT, LLP
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333- ), of our report dated
September 26, 1997, except as to note 10, which is as of December 9, 1997
and note 11, which is as of January 31, 1998 which appears on page F-2 of
DocuCorp International, Inc.'s Registration Statement on Form S-1
(File No. 333-44427). We also consent to the application of such report to
the Financial Statement Schedule included in such Registration Statement on
Form S-1.
PRICE WATERHOUSE LLP
Dallas, Texas
June 29, 1998
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