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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1997.
REGISTRATION 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
_____________________________________
ARIS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
WASHINGTON 91-1497147
(State or other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number)
Organization)
</TABLE>
_______________________________________________
Fort Dent One, Suite 250
6720 FORT DENT WAY
SEATTLE, WASHINGTON 98188-2555
(206) 433-2081
(Address and Telephone Number of Registrant's Principal Executive Offices)
_______________________________________________
ARIS Corporation 1995 Stock Option Plan
ARIS CORPORATION 1997 STOCK OPTION PLAN
(Full Title of the Plan)
_______________________________________________
Norbert W. Sugayan, Jr.
FORT DENT ONE, SUITE 250
6720 FORT DENT WAY
SEATTLE, WASHINGTON 98188-2555
(206) 433-2081
(Name, Address and Telephone Number of Agent for Service)
_______________________________________________
COPIES TO:
BRADLEY B. FURBER, ESQ.
DAREN H. NITZ, ESQ.
VAN VALKENBERG FURBER LAW GROUP P.L.L.C.
1325 FOURTH AVENUE, SUITE 1200
SEATTLE, WASHINGTON 98101-2509
TELEPHONE: (206) 464-0460
FACSIMILE: (206) 464-2857
_______________________________________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed Maximum Amount of
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE Maximum Offering Aggregate Offering Registration Fee(2)
REGISTERED REGISTERED(1) Price Per Share Price(2)
<S> <C> <C> <C> <C>
===================================================================================================================================
Common Stock, without par value 2,000,000 $0.19 - $31.375 $27,364,421 $8,292
===================================================================================================================================
</TABLE>
(1) Includes shares reserved for issuance pursuant to the exercise of
options granted under the Registrant's 1995 Stock Option Plan (the
"1995 Plan") and pursuant to the exercise of options either
outstanding or available for grant under the Registrant's 1997 Stock
Option Plan (the "1997 Plan," and, collectively with the 1995 Plan,
the "Plans"), together with an indeterminate number of additional
shares that may be necessary to adjust the number of shares reserved
for issuance pursuant to the Plans as the result of any future stock
split, stock dividend or similar adjustment of the outstanding Common
Stock of the Registrant.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended. The price per share and aggregate offering price are
based upon: (a) with respect to stock options granted under the Plans,
the actual exercise price for shares subject to such options; and (b)
with respect to shares available for grant under the 1997 Plan, an
estimated price per share of $26.00 based on the average of the high
($26.625) and low ($25.375) sales prices for the Registrant's Common
Stock on November 19, 1997, as reported by the Nasdaq National Market.
_______________________________________________
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PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Plans pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by ARIS Corporation, a Washington corporation
(the "Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:
(a) The Company's Registration Statement on Form S-1 (No. 333-25409) and
the prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act, that contain audited financial statements for the Company's
latest fiscal year for which such statements have been filed;
(b) A description of the Company's Common Stock, which is contained in the
Form 8-A Registration Statement filed by the Company with the Commission on June
3, 1997;
(c) The Company's Quarterly Report on Form 10-Q, filed August 14, 1997
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(d) The Company's Current Report on Form 8-K, filed September 26, 1997
pursuant to the Exchange Act; and
(e) The Company's Quarterly Report on Form 10-Q, filed November 14, 1997
pursuant to the Exchange Act.
In addition, all reports and other 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 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 of this Registration Statement from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Stock offered pursuant to
the Plans will be passed upon for the Company by its counsel, Van Valkenberg
Furber Law Group P.L.L.C. Van Valkenberg Furber Law Group P.L.L.C. holds a
warrant to purchase 4,000 shares of Common Stock at an exercise price of $10.00
per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on
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<PAGE>
terms sufficiently broad to permit indemnification under certain circumstances
for liabilities arising under the Securities Act. Article 9 of the Registrant's
Amended and Restated Bylaws provides for indemnification of the Registrant's
directors, officers, employees and agents to an extent not inconsistent with
Washington law. The Registrant has entered into indemnification agreements with
each of its officers and directors. Directors of the Registrant may also be
indemnified pursuant to a liability insurance policy maintained by the
Registrant for such purpose.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, knowing violations of
law or illegal corporate loans or distributions, or any transaction from which
the director personally receives a benefit in money, property or services to
which the director is not legally entitled. Article 6 of the Registrant's
Amended and Restated Articles of Incorporation contains provisions implementing,
to the fullest extent permitted by Washington law, such limitations on a
director's liability to the Registrant and its shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a complete list of Exhibits filed as part of this
Registration Statement and which are incorporated herein:
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<CAPTION>
EXHIBIT NO. Description
------------------ ----------------------------------------------------
<C> <S>
4.1* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3* Form of Common Stock Certificate.
5.1 Opinion of Van Valkenberg Furber Law Group P.L.L.C. as to legality of shares to be
issued.
23.1 Consent of Van Valkenberg Furber Law Group P.L.L.C. (Included in Exhibit 5.1).
23.2 Consent of Price Waterhouse L.L.P., independent certified public accountants for the
Company.
24.1 Power of Attorney (Included in the signature page to this Registration Statement).
99.1* ARIS Corporation 1995 Stock Option Plan.
99.2* ARIS Corporation 1997 Stock Option Plan.
</TABLE>
__________________
(*) Filed as an exhibit to the Form S-1 Registration Statement (No.333-
25409), as amended through the date hereof and incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being made, a
post-effective amendment to this Registration Statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
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(ii) 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 together, represent a fundamental
change in the information in the Registration Statement. 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% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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 (1)(i) and (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 with or furnished to the Commission 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, each such post-effective amendment shall be deemed to be a new registration
statement of the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(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 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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities being offered herein, 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Seattle, State of Washington, on November 20, 1997.
ARIS CORPORATION
By /s/ Paul Y. Song
--------------------------------
Paul Y. Song
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Paul Y. Song and Thomas W. Averill, or either of
them, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution, and resubstitution, for such person and in such person's
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 and Exchange Commission, granting unto 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 as fully to all intents
and purposes as such person might or could do in person, hereby ratify and
confirming all that said attorneys-in-fact and agents, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.
In accordance with 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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<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C> <C>
/s/ Paul Y. Song Chairman, November 20, 1997
- --------------------------------------------------- President and
Paul Y. Song Chief Executive Officer
(Principle Executive Officer)
Vice President, Finance and
/s/ Thomas W. Averill Chief Financial Officer November 20, 1997
- --------------------------------------------------- (Principle Financial and Accounting
Thomas W. Averill Officer)
Senior Vice President of Western November 20, 1997
/s/ Kendall W. Kunz Operations and Director
- ---------------------------------------------------
Kendall W. Kunz
Director November 20, 1997
/s/ Bruce R. Kennedy
- ---------------------------------------------------
Bruce R. Kennedy
Director November 20, 1997
/s/ Kenneth A. Williams
- ---------------------------------------------------
Kenneth A. Williams
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. Description
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<S> <C> <C>
4.1* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3* Form of Common Stock Certificate.
5.1 Opinion of Van Valkenberg Furber Law Group P.L.L.C. as to legality of shares to be
issued.
23.1 Consent of Van Valkenberg Furber Law Group P.L.L.C. (Included in Exhibit 5.1).
23.2 Consent of Price Waterhouse L.L.P., independent certified public accountants for the
Company.
24.1 Power of Attorney (Included in the signature page to this Registration Statement).
99.1* ARIS Corporation 1995 Stock Option Plan.
99.2* ARIS Corporation 1997 Stock Option Plan.
</TABLE>
__________________
(*) Filed as an exhibit to the Form S-1 Registration Statement (No.333-
25409), as amended through the date hereof and incorporated herein by
reference.
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<PAGE>
Exhibit 5.1
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[Van Valkenberg Furber Law Group P.L.L.C. Letterhead]
November 24, 1997
ARIS Corporation
Fort Dent One, Suite 250
6720 Fort Dent Way
Seattle, Washington 98188-2555
Ladies and Gentlemen:
We have acted as counsel to ARIS Corporation, a Washington corporation
(the "Company"), in connection with the preparation and filing of a registration
statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), being filed by the Company with the
Securities and Exchange Commission with respect to the issuance by the Company
of up to 2,000,000 shares (the "Shares") of the Company's common stock, without
par value per share, that may be issuable under either the ARIS Corporation 1995
Stock Option Plan or the ARIS Corporation 1997 Stock Option Plan (each, a
"Plan").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. In our examination of the foregoing documents, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such latter documents. Based upon and subject to the foregoing, we are of the
opinion that upon the happening of the following events:
(a) the filing and effectiveness of the Registration Statement and
any amendments thereto;
(b) registration by the Company's registrar of the Shares;
(c) the issuance and sale of the Shares in accordance with the terms
of the applicable Plan; and
(d) receipt by the Company of the consideration required for the
Shares in accordance with the terms of the applicable Plan;
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement under the heading "Interest of Named Experts and Counsel." In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
Very truly yours,
/s/ Van Valkenberg Furber Law Group P.L.L.C.
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Exhibit 23.2
------------
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement of our reports dated March 21, 1997, with respect to ARIS Corporation
for the year ended December 31, 1996, and March 14, 1997, with respect to
SofTeach Corporation for the nine months ended September 30, 1996, included in
ARIS Corporation's Registration Statement on Form S-1 (No. 333-25409) filed with
the Securities and Exchange Commission.
/s/ Price Waterhouse LLP
Seattle, Washington
November 20, 1997
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