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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARIS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 7379 91-1497147
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
2229 112TH AVENUE NE CT CORPORATION SYSTEMS
BELLEVUE, WASHINGTON 520 PIKE STREET
98004 (425) 372-2747 SEATTLE, WASHINGTON 98101
(ADDRESS AND (206) 622-4511
TELEPHONE NUMBER OF (NAME, ADDRESS AND TELEPHONE
REGISTRANT'S NUMBER OF AGENT FOR SERVICE)
PRINCIPAL EXECUTIVE
OFFICES)
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COPIES TO:
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BRADLEY B. FURBER, ESQ. NORBERT W. SUGAYAN, JR., ESQ. MICHAEL D. HARRIS, ESQ. NINA S. GORDON, P.A.
JEFFREY M. HEUTMAKER, GENERAL COUNSEL BETH J. HARRIS, ESQ. DALE S. BERGMAN, P.A.
ESQ. ARIS CORPORATION MICHAEL HARRIS, P.A. BROAD AND CASSEL
VAN VALKENBERG FURBER LAW 2229 112TH AVENUE NE SUITE 400 201 SOUTH BISCAYNE BLVD.
GROUP P.L.L.C. BELLEVUE, WASHINGTON 98004 712 U.S. HIGHWAY ONE SUITE 3000
1325 FOURTH AVENUE, SUITE TELEPHONE: (425) 372-2747 NORTH PALM BEACH, FL 33408 MIAMI, FL 33131
1200 FACSIMILE: (425) 372-2799 TELEPHONE: (561) 844-3600 TELEPHONE: (305) 373-9400
SEATTLE, WASHINGTON FACSIMILE: (561) 845-0108 FACSIMILE: (305) 373-9493
98101-2509
TELEPHONE: (206) 464-0460
FACSIMILE: (206) 464-2857
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement which
relates to the merger (the "Merger") of InTime Systems International, Inc.
("InTime") with and into ARIS Corporation ("ARIS") pursuant to the Merger
Agreement described herein.
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If any of these securities being registered in this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act, check the following box. [X]
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-51859
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE(1)
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Common Stock, without par value........... 100,982 $30.21 $3,050,666 $0
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Warrants.................................. 96,107 -- -- --
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Common Stock issuable upon exercise of War-
rants.................................... 96,107 $30.21 $2,903,392 $0
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Total Registration Fee.................... -- -- $5,954,058 $0
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(1) No fee required pursuant to Rule 457(a).
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (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 the fullest extent permitted by law.
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 VI 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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2.1+ --Agreement and Plan of Merger dated as of April 26, 1998, by and
between ARIS Corporation ("ARIS") and InTime Systems International,
Inc. ("InTime").
2.2+ --Amendment No. 1 to Agreement and Plan of Merger dated as of May 27,
1998 by and between ARIS and InTime.
3.1* --Amended and Restated Articles of Incorporation of ARIS.
3.2* --Amended and Restated Bylaws of ARIS.
4.1* --Articles IV and V of the Amended and Restated Articles of ARIS (filed
as Exhibit 3.1).
4.2* --Articles II, IV, VI, VII, IX, X and XI of the Amended and Restated
Bylaws of ARIS (filed as Exhibit 3.2).
4.3+ --Form of ARIS Warrant.
5.1+ --Opinion of Van Valkenberg Furber Law Group, P.L.L.C. as to legality of
securities to be issued.
8.1+ --Opinion of Price Waterhouse as to certain federal income tax
consequences.
11.1+ --Statement re computation of per share earnings.
21.1+ --List of the Company's Subsidiaries.
23.1+ --Consent of Van Valkenberg Furber Law Group P.L.L.C. (included in
Exhibit 5.1).
23.2+ --Consent of Price Waterhouse LLP, independent certified public
accountants for ARIS.
23.3+ --Consent of Price Waterhouse LLP, independent certified public
accountants for InTime.
23.4+ --Consent of Moores Rowland Chartered Accountants.
23.5+ --Consent of Raymond James & Associates, Inc. (included in its fairness
opinion attached as Appendix C to the Proxy Statement/Prospectus).
24.1+ --Power of Attorney (included in the signature page to this Registration
Statement).
27.1+ --Financial Data Schedule.
99.1+ --InTime Letter to Stockholders
99.2+ --InTime Notice of Special Meeting of Stockholders
99.3+ --Form of proxy card to be mailed to stockholders of InTime
99.4+ --Form of Irrevocable Proxy granted by William E. Berry and John E.
Steiner.
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(+) Filed as an exhibit to the Form S-4 Registration Statement (No. 333-
51859), as amended through the date hereof and incorporated herein by
reference.
(*) 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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ITEM 22. UNDERTAKINGS.
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.
(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.
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(5) That every prospectus: (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes 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.
(6) To respond to requests for information that is incorporated by reference
into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the request.
(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when it
became effective.
Insofar as the 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
Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF BELLEVUE,
STATE OF WASHINGTON, ON JULY 7, 1998.
ARIS CORPORATION
/s/ Paul Y. Song
By___________________________________
PAUL Y. SONG
President and Chief Executive
Officer
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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SIGNATURE TITLE DATE
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/s/ Paul Y. Song Chairman, President and Chief July 7, 1998
______________________________________ Executive Officer (Principle
PAUL Y. SONG Executive Officer)
/s/ Thomas W. Averill Vice President, Finance and Chief July 7, 1998
______________________________________ Financial Officer (Principle
THOMAS W. AVERILL Financial and Accounting
Officer)
/s/ Kendall W. Kunz Senior Vice President of North July 7, 1998
______________________________________ America and Director
KENDALL W. KUNZ
/s/ Bruce R. Kennedy Director July 7, 1998
______________________________________
BRUCE R. KENNEDY
/s/ Kenneth A. Williams Director July 7, 1998
______________________________________
KENNETH A. WILLIAMS
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