ARIS CORP/
S-8, 1999-12-30
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1999.
                                                     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)

<TABLE>
<CAPTION>
<S>                                                               <C>
                   WASHINGTON                                                    91-1497147
(State or other Jurisdiction of Incorporation or                  (I.R.S. Employer Identification Number)
                  Organization)
</TABLE>

                 -----------------------------------------------

                              2229 112TH AVENUE NE
                         BELLEVUE, WASHINGTON 98004-2936
                                 (425) 372-2747
   (Address and Telephone Number of Registrant's Principal Executive Offices)
                 -----------------------------------------------

                                ARIS CORPORATION
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                 -----------------------------------------------

                               TIMOTHY J. CARROLL
                              2229 112TH AVENUE NE
                         BELLEVUE, WASHINGTON 98004-2936
                                 (425) 372-2447
            (Name, Address and Telephone Number of Agent for Service)
                 -----------------------------------------------

                                   COPIES TO:
                           CHRISTOPHER J. BARRY, ESQ.
                             MATTHEW W. RUNKEL, ESQ.
                             DORSEY & WHITNEY L.L.P.
                                1420 FIFTH AVENUE
                            SEATTLE, WASHINGTON 98101
                            TELEPHONE: (206) 903-8800
                            FACSIMILE: (206) 903-8820
                 -----------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                              PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
   TITLE OF EACH CLASS OF SECURITIES TO BE     AMOUNT TO BE    OFFERING PRICE        AGGREGATE        REGISTRATION
                 REGISTERED                    REGISTERED(1)    PER SHARE(2)     OFFERING PRICE(2)       FEE(2)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>                <C>                  <C>
Common Stock, without par value                   200,000         $11.0625           $2,212,500          $584.10
=====================================================================================================================
</TABLE>

         (1)      In addition, pursuant to Rule 416(c) under the Securities Act
                  of 1933, this registration statement also covers an
                  indeterminate number of additional shares which may be
                  necessary to adjust the number of shares reserved for issuance
                  pursuant to the ARIS Corporation 1998 Employee Stock Purchase
                  Plan as the result of any future stock split, stock dividend
                  or similar adjustment of the Registrant's outstanding Common
                  Stock.

         (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.

                 -----------------------------------------------


<PAGE>   2

                           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 200,000 shares of the Registrant's Common Stock to be issued pursuant
to the Registrant's 1998 Employee Stock Purchase Plan, as amended (the "Purchase
Plan"). The Registration Statement on Form S-8 previously filed with the
Commission relating to the Purchase Plan (File No. 333-40921) 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:

<TABLE>
<CAPTION>
    EXHIBIT NO.      DESCRIPTION
    -----------      ------------------------------------------------------------------------
    <S>              <C>
       4.1           Amendment to the ARIS Corporation 1998 Employee Stock Purchase Plan
                     dated April 15, 1999.
       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).
</TABLE>





                                      -2-
<PAGE>   3

                                   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
                                           ------------------------------------
                                           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.

<TABLE>
<CAPTION>
            SIGNATURE                                 TITLE
            ---------                                 -----
<S>                                        <C>
         /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
- ----------------------------------
     Kendall W. Kunz

       /s/ Bruce R. Kennedy                Director
- ----------------------------------
     Bruce R. Kennedy

                                           Director
- ----------------------------------
   Kenneth A. Williams

                                           Director
- ----------------------------------
      Barry L. Rowan
</TABLE>




                                      -3-

<PAGE>   4

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
  EXHIBIT NO.      DESCRIPTION
  -----------      --------------------------------------------------------------------------
  <S>              <C>
     4.1           Amendment dated April 15, 1999 to the ARIS Corporation 1998 Employee Stock
                   Purchase 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).
</TABLE>




                                      -4-


<PAGE>   1

                                                                     EXHIBIT 4.1


                         AMENDMENT DATED APRIL 15, 1999
                                       TO
                                ARIS CORPORATION
                        1998 EMPLOYEE STOCK PURCHASE PLAN


The ARIS Corporation 1998 Employee Stock Purchase Plan (the "Plan") is hereby
amended as follows:

1.      Section 4 of the Plan is amended to read as follows:

SECTION 4. STOCK SUBJECT TO PLAN

        Subject to adjustment from time to time as provided in Section 19, a
maximum of 500,000 shares of Stock may be sold under the Plan. Shares sold under
the Plan shall be drawn from authorized and unissued shares or shall be shares
acquired by the Company. Any shares of Stock subject to an Option that cease to
be subject to the Option (other than by reason of exercise of the Option),
including, without limitation, in connection with the cancellation or
termination of the Option, shall again be available for sale in connection with
future grants of Options under the 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.





                                      -5-


<PAGE>   1

                                                                     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 200,000 additional shares of common stock of the Company, without
par value (the "Shares"), issuable pursuant to the ARIS Corporation 1998
Employee Stock Purchase 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




                                      -6-


<PAGE>   1

                                                                    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



                                      -7-

<PAGE>   1

                                                                    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 1998 Employee Stock Purchase Plan
for the registration of 200,000 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




                                       -8-


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