<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1998.
REGISTRATION NO. 333-______
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)
WASHINGTON 91-1497147
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
_______________________________________________
2229 112TH AVENUE NE
BELLEVUE, WASHINGTON 98004-2936
(425) 372-2747
(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.
2229 112TH AVENUE NE
BELLEVUE, WASHINGTON 98004-2936
(425) 372-2747
(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
<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PRICE PER SHARE PRICE(2) FEE(2)
==========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, without par value 1,040,867 $5.77 - $33.75 $21,246,292 $5,906.47
==========================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance
pursuant to such 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) the actual exercise price for shares subject to
certain of such options; and (b) with respect to shares available for
grant an estimated price per share of $15.94 based on the average of
the high ($16.50) and low ($15.375) sales prices for the Registrant's
Common Stock on November 27, 1998, as reported by the Nasdaq National
Market.
_______________________________________________
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by ARIS Corporation (the "Company) under
Registration Number 333-40921, with respect to the securities offered pursuant
to the Company's 1995 Stock Option Plan and the Company's 1997 Stock Option
Plan, as amended (collectively, the "Plans"), are hereby incorporated by
reference herein, and the opinions and consents listed below are annexed hereto:
ITEM 8. EXHIBITS
The following is a complete list of Exhibits filed as part of this
Registration Statement and which are incorporated herein:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
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 PricewaterhouseCoopers LLP, independent certified
public accountants for the Company.
24.1 Power of Attorney (Included in the signature page to this
Registration Statement).
99.1 Amendment dated March 24, 1998 to ARIS Corporation 1997
Stock Option Plan.
</TABLE>
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 Bellevue, State of Washington, on November 30, 1998.
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.
-2-
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul Y. Song Chairman, November 30, 1998
- --------------------------------------------------- President and
Paul Y. Song Chief Executive Officer
(Principle Executive Officer)
/s/ Thomas W. Averill Vice President, Finance and
- --------------------------------------------------- Chief Financial Officer November 30, 1998
Thomas W. Averill (Principle Financial and Accounting
Officer)
/s/ Kendall W. Kunz Senior Vice President November 30, 1998
- --------------------------------------------------- and Director
Kendall W. Kunz
/s/ Bruce R. Kennedy Director November 30, 1998
- ---------------------------------------------------
Bruce R. Kennedy
/s/ Kenneth A. Williams Director November 30, 1998
- ---------------------------------------------------
Kenneth A. Williams
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
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 PricewaterhouseCoopers LLP, independent certified
public accountants for the Company.
24.1 Power of Attorney (Included in the signature page to this
Registration Statement).
99.1 Amendment dated March 24, 1998 to ARIS Corporation 1997
Stock Option Plan.
</TABLE>
-4-
<PAGE>
EXHIBIT 5.1
[Van Valkenberg Furber Law Group P.L.L.C. Letterhead]
November 30, 1998
ARIS Corporation
2229-112th Avenue NE
Bellevue, Washington 98004-2936
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 1,040,867 shares of the Company's common stock, without par value per
share, that may be issuable under the ARIS Corporation 1995 Stock Option Plan
and up to 2,000,000 shares of the Company's common stock, without par value per
share, that may be issuable under 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.
<PAGE>
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 333-40921) dated November 30, 1998 of our report
dated January 28, 1998, except as to the pooling of interests with Barefoot
Computer Training Limited, which is as of February 28, 1998 on the financial
statements of ARIS Corporation for the three years ended December 31, 1997 which
is included in the Registration Statement on Form S-4 (No. 333-51859) dated May
28, 1998. This Form S-4 is incorporated by reference in the ARIS Corporation
current report on Form 8-K dated November 30, 1998. We also consent to the
application of such report to the Financial Statement Schedule for the three
years ended December 31, 1997 when such schedule is read in conjunction with the
financial statements referred to in our report. The audits referred to in such
report also included this schedule.
/s/ PricewaterhouseCoopers LLP
Seattle, Washington
November 30, 1998
<PAGE>
EXHIBIT 99.1
AMENDMENT DATED MARCH 24, 1998
TO
ARIS CORPORATION
1997 STOCK OPTION PLAN
The ARIS Corporation 1997 Stock Option Plan (the "Plan") is hereby amended
as follows:
1. Section 4 of the Plan is amended to read as follows:
4. STOCK.
The Plan Administrator is authorized to grant Options to acquire up to
a total of Two Million (2,000,000) shares of the Company's authorized but
unissued, or reacquired, Common Stock. The number of shares with respect
to which Options may be granted hereunder is subject to adjustment as set
forth in Section 5(m) hereof. If any outstanding Option expires or is
terminated for any reason, the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to an Option to the
same Optionee or to a different person eligible under Section 3 of this
Plan.
The date of the adoption of such amendment by the Board of Directors of the
Company is March 24, 1998.
The date of the approval of such amendment by the shareholders of the
Company is April 28, 1998.
