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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 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)
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WASHINGTON 91-1497147
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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2229 -- 112TH AVENUE N.E.
BELLEVUE, WA 98004
(425) 372-2747
(Address and Telephone Number of Registrant's Principal Executive Offices)
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ARIS CORPORATION 2000 STOCK OPTION PLAN
(Full Title of the Plan)
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DIANE GAMACHE, CPA
2229 -- 112TH AVENUE N.E.
BELLEVUE, WA 98004
(425) 372-2747
(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
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED(1) PER SHARE PRICE(2) FEE(2)
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Common Stock, without par value 2,500,000 $1.56 to $6.75 $6,656,361 $1,757
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(1) Includes shares reserved for issuance pursuant to the exercise of
options either outstanding or available for grant under the
Registrant's 2000 Stock Option Plan (the "2000 Plan"). In
addition, pursuant to Rule 416 under the Securities Act of 1933,
this registration statement also covers an indeterminate number
of additional shares that may be necessary to adjust the number
of shares reserved for issuance pursuant to the 2000 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: (a) with respect to stock options granted
under the 2000 Plan, the proposed maximum offering price of $3.07
represents the weighted average of the exercise prices of
currently outstanding options, which range from $1.5625 to $6.75;
and (b) with respect to shares available for grant under the 2000
Plan, an estimated price per share of $1.65625 based on the
average of the high ($1.75) and low ($1.5625) sales prices for
the Registrant's Common Stock on November 28, 2000, as reported
by the Nasdaq National Market.
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PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the 2000 Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Aris Corporation, a Washington
corporation (the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, including all material incorporated by reference
therein, filed March 17, 2000 pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Current Report on Form 8-K, filed April 10, 2000
pursuant to the Exchange Act;
(c) The Company's Quarterly Report on Form 10-Q, filed May 15, 2000
pursuant to the Exchange Act;
(d) The Company's Current Report on Form 8-K, filed May 16, 2000
pursuant to the Exchange Act;
(e) The Company's Current Report on Form 8-K, filed June 19, 2000
pursuant to the Exchange Act;
(f) The Company's Quarterly Report on Form 10-Q, filed August 11, 2000
pursuant to the Exchange Act;
(g) The Company's Current Report on Form 8-K, filed August 11, 2000
pursuant to the Exchange Act;
(h) The Company's Current Report on Form 8-K, filed August 31, 2000
pursuant to the Exchange Act;
(i) The Company's Current Report on Form 8-K, filed September 21, 2000
pursuant to the Exchange Act;
(j) The Company's Current Report on Form 8-K, filed October 3, 2000
pursuant to the Exchange Act;
(k) The Company's Quarterly Report on Form 10-Q, filed November 14, 2000
pursuant to the Exchange Act; and
(l) A description of the Company's Common Stock, which is contained in
the Form 8-A Registration Statement filed by the Company with the Commission on
June 3, 1997.
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In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part of this Registration Statement from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Stock offered pursuant to the
2000 Plan will be passed upon for the Company by its counsel, Van Valkenberg
Furber Law Group P.L.L.C. Van Valkenberg Furber Law Group P.L.L.C. holds a
warrant to purchase 4,000 shares of Common Stock at an exercise price of $10.00
per share.
ITEM 6. 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. Article 9 of the Registrant's
Amended and Restated Bylaws provides for indemnification of the Registrant's
directors, officers, employees and agents to an extent not inconsistent with
Washington law. The Registrant has entered into indemnification agreements with
each of its officers and directors. Directors of the Registrant may also be
indemnified pursuant to a liability insurance policy maintained by the
Registrant for such purpose.
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 6 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3* Form of Common Stock Certificate.
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.
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EXHIBIT NO. DESCRIPTION
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24.1 Power of Attorney (Included in the signature page to this
Registration Statement).
99.1 Aris Corporation 2000 Stock Option Plan.
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(*) 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 9. UNDERTAKINGS
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being made,
a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) 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 together, represent a fundamental
change in the information in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement of the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities being offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
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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 Seattle, State of Washington, on December 5, 2000.
ARIS CORPORATION
By /s/ D. Gamache
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Diane Gamache, CPA
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Kendall W. Kunz and Diane Gamache, CPA,
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.
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/ Kendall W. Kunz President, Chief December 4, 2000
------------------------------------ Executive Officer and
Kendall W. Kunz Director
(Principle Executive
Officer)
/s/ D. Gamache Chief Financial Officer December 4, 2000
------------------------------------ (Principle Financial and
Diane Gamache, CPA Accounting Officer)
/s/ Paul Y. Song Chairman of the Board December 4, 2000
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Paul Y. Song
/s/ Bruce R. Kennedy Director December 4, 2000
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Bruce R. Kennedy
/s/ Kenneth A. Williams Director December 4, 2000
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Kenneth A. Williams
/s/ Barry L. Rowan Director December 4, 2000
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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* Amended and Restated Articles of Incorporation.
4.2* Amended and Restated Bylaws.
4.3* Form of Common Stock Certificate.
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).
99.1 Aris Corporation 2000 Stock Option Plan.
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(*) 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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