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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000.
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)
WASHINGTON 91-1497147
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or 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
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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DIANE GAMACHE, CPA
2229 112TH AVENUE NE
BELLEVUE, WASHINGTON 98004-2936
(425) 372-2447
(Name, Address and Telephone Number of Agent for Service)
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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
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, without par value 300,000 $1.6525 $496,875 $131.18
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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
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 $1.6525
based on the average of the high ($1.75) and low ($1.5625) sales
prices for the Registrant's Common Stock on December 19, 2000,
as reported by the Nasdaq National Market.
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EXPLANATORY NOTE
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 300,000 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 Statements on Form S-8 previously filed with the
Commission relating to the Purchase Plan (File No. 333-40921 and File No.
333-93829) are 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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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
4.1 Amendment to the Aris Corporation 1998 Employee Stock Purchase
Plan dated October 16, 2000.
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 accountants.
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 Bellevue, State of Washington, on the 22nd day
of December 2000.
ARIS CORPORATION
By: /s/ D. Gamache
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Diane Gamache, CPA
Chief Financial Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Kendall W. Kunz and Diane Gamache, 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.
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> <C> <C>
/s/ Kendall W. Kunz President, Chief Executive December 21, 2000
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Kendall W. Kunz Officer and Director
(Principle Executive Officer)
/s/ D. Gamache Chief Financial Officer December 21, 2000
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Diane Gamache, CPA (Principle Financial and
Accounting Officer)
/s/ Paul Y. Song Chairman of the Board December 21, 2000
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Paul Y. Song
/s/ Bruce R. Kennedy Director December 21, 2000
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Bruce R. Kennedy
/s/ Kenneth A. Williams Director December 21, 2000
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Kenneth A. Williams
/s/ Barry L. Rowan Director December 21, 2000
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Barry L. Rowan
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
4.1 Amendment to the Aris Corporation 1998 Employee Stock Purchase
Plan dated October 16, 2000.
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 accountants.
24.1 Power of Attorney (Included in the signature page to this
Registration Statement).
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