<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________________
ARIS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1497147
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
6720 FORT DENT WAY, SUITE 250, SEATTLE, WASHINGTON 98188-2555
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class)
Page 1 of 3 pages
Exhibit Index on Page 3
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
The Registrant's Registration Statement on Form S-1, No. 333-25409, in the
form in which it was filed on April 18, 1997, as amended by Amendment No. 1
thereto as filed on May 29, 1997 ("Amendment No. 1") and as it may be further
amended from time to time is referred to herein as the "Form S-1." The
description of the Registrant's capital stock required by this Item is
incorporated by reference to the "Description of Capital Stock" commencing on
page 46 of Amendment No. 1 pursuant to Rule 12b-23 under the Securities Exchange
Act of 1934, as amended.
ITEM 2. EXHIBITS
--------
The following Exhibits are filed as part of this Registration Statement:
1. Amended and Restated Articles of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 of Amendment No. 1.)
2. Amended and Restated Bylaws of the Registrant. (Incorporated by
reference to Exhibit 3.2 of Amendment No. 1.)
3. Form of Common Stock Certificate. (Incorporated by reference to Exhibit
4.3 of Amendment No. 1.)
4. Pages 46 through 48 of Amendment No. 1.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
ARIS CORPORATION
DATE: June 3, 1997 By: /s/ Paul Y. Song
-------------------------
Paul Y. Song
President and Chief Executive Officer
Page 2 of 3 pages
Exhibit Index on Page 3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
------ ----------- -----------
<C> <S> <C>
1 Amended and Restated Articles of Incorporation
of the Registrant. (Incorporated by reference
to Exhibit 3.1 of Amendment No. 1.)
2 Amended and Restated Bylaws of the Registrant.
(Incorporated by reference to Exhibit 3.2 of
Amendment No. 1.)
3 Form of Common Stock Certificate. (Incorporated by
reference to Exhibit 4.3 of Amendment No. 1.)
4 Pages 46 through 48 of Amendment No. 1. Filed herewith
</TABLE>
Page 3 of 3 pages
Exhibit Index on Page 3
<PAGE>
EXHIBIT 4
DESCRIPTION OF CAPITAL STOCK
The authorized capital of the Company consists of 100,000,000 shares of
Common Stock and 5,000,000 shares of preferred stock, without par value (the
"Preferred Stock"). The following summary description of the Company's capital
stock is qualified in its entirety by reference to the Restated Articles and
the Restated Bylaws of the Company, copies of which are filed as exhibits to
the Registration Statement of which this Prospectus forms a part.
COMMON STOCK
On March 31, 1997, there were 7,423,900 shares of Common Stock outstanding,
held of record by 60 shareholders. Holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of shareholders. There are
no cumulative voting rights for the election of directors. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor, subject to
preferences that may be applicable to any outstanding Preferred Stock. In the
event of the liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preference of any outstanding
Preferred Stock. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. All outstanding shares of Common Stock are,
and all shares of Common Stock to be outstanding upon completion of this
Offering will be, fully paid and nonassessable.
PREFERRED STOCK
Pursuant to the Company's Restated Articles, the Company's Board of
Directors has the authority, without further action by the shareholders, to
issue up to 5,000,000 shares of Preferred Stock in one or more series and to
fix designations and powers, preferences and relative rights of such shares,
and to increase or decrease the number of shares of any series subsequent to
the issue of that series, but not below the number of shares of such series
then outstanding. Shares of Preferred Stock which may be redeemed, purchased
or acquired by the Company may be reissued except as otherwise provided by
law. The issuance of Preferred Stock in certain circumstances may delay, deter
or prevent a change in control of the Company, may discourage bids for the
Common Stock at a premium over its market price and may adversely affect the
market price of, and the voting and other rights of the holders of, the Common
Stock. The Company currently has no plans to issue any Preferred Stock.
WARRANT
As of May 26, 1997, there was one warrant outstanding to purchase 4,000
shares of Common Stock at a purchase price of $10.00 per share which was
granted to the Company's counsel for legal services rendered in connection
with this Offering. The warrant is currently exercisable in whole or in part,
at any time and from time to time until February 2002. The warrant contains
certain protections against dilution resulting from stock splits, stock
dividends and similar events. The warrant may be exercised for cash or
pursuant to certain cashless exercise provisions.
REGISTRATION RIGHTS
In connection with the October 1996 purchase of SofTeach, the Company
granted certain registration rights to the former shareholders of SofTeach
(the "SofTeach Shareholders") who hold an aggregate of 42,000 shares of Common
Stock. In connection with the February 1997 acquisition of Oxford, the Company
granted certain "piggy-back" registration rights to the former shareholders of
Oxford (the "Oxford Shareholders") who hold an aggregate of 280,000
<PAGE>
shares of Common Stock. At any time and from time to time after the date of
this Prospectus under certain circumstances and limitations, the SofTeach
Shareholders and the Oxford Shareholders may include their shares in any
registration of the Company's Common Stock under the Securities Act on a form
which permits registration of secondary shares, other than a registration
relating solely to employee benefit plans, or a registration relating solely
to a transaction under Rule 145 of the Securities Act, a transaction relating
solely to the sale of debt or convertible debt instruments or a registration
on any form (other than Form S-1, S-2 or S-3, or their successor forms) which
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of such shares of
Common Stock. In addition, one of the Oxford Shareholders, Mr. Ian C.H.
Cunningham, has the right to include up to 13,300 shares of Common Stock in
this Offering, and has elected to do so. See "Principal and Selling
Shareholders" and "Shares Eligible for Future Sale."
WASHINGTON ANTI-TAKEOVER STATUTE
Washington law contains certain provisions that may have the effect of
delaying or discouraging a hostile takeover of the Company. In addition,
Chapter 23B.19 of the WBCA prohibits a corporation, with certain exceptions,
from engaging in certain significant business transactions with an "Acquiring
Person" (defined as a person who acquires 10% or more of the corporation's
voting securities without the prior approval of the corporation's board of
directors) for a period of five years after such acquisition. The prohibited
transactions include, among others, a merger with, disposition of assets to,
or issuance or redemption of stock to or from, the Acquiring Person, or
allowing the Acquiring Person to receive any disproportionate benefit as a
shareholder. An Acquiring Person is further prohibited from engaging in
significant business transactions with the target corporation unless the per
share consideration paid to holders of outstanding shares of Common Stock and
other classes of stock of the target corporation meet certain minimum
criteria; provided, however, pursuant to recent legislative revisions
effective July 27, 1997, the per share minimum criteria referenced above apply
only to significant business transactions involving either (i) a merger, share
exchange, or consolidation of a target corporation with an Acquiring Person or
an affiliate or associate of the Acquiring Person, or (ii) the liquidation or
dissolution of a target corporation proposed by, or pursuant to an agreement,
arrangement, or understanding with an Acquiring Person or an affiliate or
associate of an Acquiring Person, which transaction is not otherwise approved
by an affirmative vote of a majority of the disinterested shareholders of the
target corporation. These provisions may have the effect of delaying,
deterring or preventing a change in control of the Company.
CERTAIN PROVISIONS IN RESTATED ARTICLES AND RESTATED BYLAWS
Pursuant to the Company's Restated Articles, the Board of Directors of the
Company is divided into three classes, as nearly equal in number as possible.
One class is elected at each annual meeting of the shareholders, with the
members of each class holding office for a three-year term or until successors
of such class have been elected and qualified. The Company's Restated Bylaws
provide that: (i) the Board of Directors consists of seven persons or so many
as may from time to time be designated by the then-existing Board of
Directors: (ii) vacancies in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors in office though
less than a quorum of the Board of Directors; (iii) the entire Board of
Directors, or any member thereof, may be removed only by the affirmative vote
of at least two-thirds of shares then present and entitled to vote at an
election of such directors at a special meeting of shareholders called
expressly for that purpose; and (iv) director nominations not made in
accordance with certain notice provisions may, at the discretion of the
Chairman of the Board, be disregarded. It is possible that the provisions
discussed above may delay, deter or prevent a change in control of the
Company.
2
<PAGE>
DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY
The Restated Articles provide that no director shall be personally liable to
the Company or its shareholders for monetary damages for conduct as a
director, excluding, however, liability for acts or omissions involving
intentional misconduct or knowing violations of law, illegal distributions or
transactions from which the director receives benefits to which the director
is not legally entitled. In addition, the Restated Bylaws provide for broad
indemnification by the Company of its officers and directors in accordance
with Washington law. Insofar as the indemnity for liabilities arising under
the Securities Act may be permitted to directors or officers of the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services, 520 Pike Street, Suite 1220, Seattle, Washington 98101.
3
