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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1999.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ARIS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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WASHINGTON 91-1497147
(State or other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number)
Organization)
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2229 112TH AVENUE NE
BELLEVUE, WASHINGTON 98004-2936
(425) 372-2747
(Address and Telephone Number of Registrant's Principal Executive Offices)
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ARIS CORPORATION 1997 STOCK OPTION PLAN
(Full Title of the Plan)
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TIMOTHY J. CARROLL
2229 112TH AVENUE NE
BELLEVUE, WASHINGTON 98004-2936
(425) 372-2747
(Name, Address and Telephone Number of Agent for Service)
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COPIES TO:
CHRISTOPHER J. BARRY, ESQ.
MATTHEW W. RUNKEL, ESQ.
DORSEY & WHITNEY LLP
1420 FIFTH AVENUE
SEATTLE, WASHINGTON 98101
TELEPHONE: (206) 903-8800
FACSIMILE: (206) 903-8820
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(2)
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Stock Options and Common Stock, 225,000 $11.0625 $ 2,489,063 $ 657.11
without par value
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(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the ARIS Corporation 1997 Stock Option Plan
described herein that may be necessary to adjust the number of
shares reserved for issuance pursuant to such Plan 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 an estimated price per share of
$11.0625 based on the average of the high ($10.875) and low
($11.25) sales prices for the Registrant's Common Stock on
December 29, 1999, as reported by the Nasdaq National Market.
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 is being filed for the purpose of registering an
additional 225,000 shares of the Registrant's Common Stock to be issued pursuant
to the Registrant's 1997 Stock Option Plan, as amended (the "Option Plan"). The
Registration Statement on Form S-8 previously filed with the Commission relating
to the Option Plan (File No. 333-40923) is 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:
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EXHIBIT NO. DESCRIPTION
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4.1 Amendment dated April 15, 1999 to the ARIS Corporation 1997 Stock Option
Plan.
5.1 Opinion of Dorsey & Whitney LLP as to legality of shares to be issued.
23.1 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent certified public
accountants for the Company.
23.3 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (Included in the signature page to this Registration
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the 29th day of
December 1999.
ARIS CORPORATION
By: /s/ Paul Y. Song
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Paul Y. Song
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Paul Y. Song and Timothy J. Carroll, or either of them, with full
power of substitution and full power to act without the other, as his true and
lawful attorney-in-fact and agent to act in his name, place and stead and to
execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments with the Securities
and Exchange Commission or any regulatory authority.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 29th day of December, 1999.
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SIGNATURE TITLE
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/s/ Paul Y. Song Chairman, President and Chief Executive Officer
- -------------------------------- (Principal Executive Officer)
Paul Y. Song
/s/ Timothy J. Carroll Vice President, Chief Financial Officer and Secretary
- -------------------------------- (Principal Financial and Accounting Officer)
Timothy J. Carroll
/s/ Kendall W. Kunz Senior Vice President and Director
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Kendall W. Kunz
/s/ Bruce R. Kennedy Director
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Bruce R. Kennedy
Director
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Kenneth A. Williams
Director
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Barry L. Rowan
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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4.1 Amendment dated April 15, 1999 to the ARIS Corporation 1997 Stock Option
Plan.
5.1 Opinion of Dorsey & Whitney LLP as to legality of shares to be issued.
23.1 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent certified public
accountants for the Company.
23.3 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (Included in the signature page to this Registration
Statement).
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EXHIBIT 4.1
AMENDMENT DATED APRIL 15, 1999
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, Two Hundred Twenty Five Thousand
(2,225,000) 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 April 15, 1999.
The date of the approval of such amendment by the shareholders of the
Company is May 24, 1999.
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EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
December 29, 1999
ARIS Corporation
2229 112th Avenue N.E.
Bellevue, Washington 98004
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ARIS Corporation, a Washington corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") relating to the issuance by the Company from time to
time of up to 225,000 additional shares of common stock of the Company, without
par value (the "Shares"), initially issuable upon the exercise of stock options
granted pursuant to the ARIS Corporation 1997 Stock Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Washington.
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 Prospectus
constituting part of the Registration Statement.
Very truly yours,
/s/ DORSEY & WHITNEY LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 29, 1999 relating to the
consolidated financial statements, which appears in ARIS Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated March 29, 1999 relating to the
financial statement schedule, which appears in such Form 10-K.
/s/ PricewaterhouseCoopers LLP
Seattle, Washington
December 29, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the ARIS Corporation 1997 Stock Option Plan for the
registration of 225,000 shares of its common stock, of our report with respect
to the consolidated financial statements of fine.com International Corp. dated
April 2, 1999, except for Note 5 as to which the date is April 22, 1999, which
is included in the Proxy Statement of fine.com International Corp. that is made
a part of the Registration Statement (Form S-4 No. 333-84595) and Prospectus of
ARIS Corporation dated August 5, 1999, and is incorporated by reference in the
ARIS Corporation's Current Report on Form 8-K dated September 14, 1999.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Seattle, Washington
December 29, 1999
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