<PAGE> 1
As filed with the Securities and Exchange Commission on August 21, 1997
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INNOVA CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
WASHINGTON 3663 91-1453311
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
Gateway North, Building 2
3325 South 116th Street
Seattle, Washington 98168-1974
(206) 439-9121
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------
Innova Corporation
1990 Stock Option Plan (Amended
and Restated July 31, 1992)
-------------
John M. Hemingway, Secretary and Chief Financial Officer
Gateway North, Building 2
3325 South 116th Street
Seattle, Washington 98168-1974
(206) 439-9121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
======================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Amount of Registration
Securities to Be Registered Registered (1) Aggregate Offering Price (2) Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 2,043,005 shares $10,354,915.25 $3,137.85
======================================================================================================================
</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may
become issuable under the Plan as a result of the adjustment provisions
therein, and (ii) if any interests in the Plan constitute separate
securities required to be registered under the Securities Act of 1933,
then, pursuant to Rule 416(c), an indeterminate amount of such
interests to be offered or sold pursuant to the Plan.
(2) Computed pursuant to Rules 457(c) and 457(h) based on (i) an aggregate
offering price of $4,705,427 for the 1,733,444 shares issuable upon
exercise of outstanding options granted under the Plan on or prior to
the date hereof; and (ii) an offering price of $18.25 per share (the
average of the high and low sales prices reported by the Nasdaq Stock
Market on August 19, 1997) for the 309,561 shares issuable upon
exercise of options to be granted under the Plan.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement
by reference:
1. The Registration Statement on Form S-1 (Registration No.
333-29547) filed by the Registrant with the Securities and Exchange
Commission on June 19, 1997, as amended, and the latest prospectus
used in connection with the sale of the Common Stock registered
thereby filed by the Registrant with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933,
as amended;
2. The description of the Registrant's Common Stock set
forth in the Registration Statement on Form 8-A under Section 12(g) of
the Exchange Act filed by the Registrant with the Securities and
Exchange Commission on August 1, 1997.
All documents filed by the Registrant with the Securities and Exchange
Commission after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of a
post-effective amendment that indicates that all securities offered pursuant to
this Registration Statement have been sold or that deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the respective dates of
filing of such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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 of 1933, as amended. Article V,
Section 5.1, of the Registrant's Restated Articles of Incorporation and Article
X, Section 10.2, of the Registrant's Amended and Restated Bylaws provide for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law. The directors and officers of
the Registrant also may be indemnified against liability they may incur for
serving in that capacity pursuant to one or more liability insurance policies
maintained by the Registrant for such purpose. The Registrant currently
maintains a policy of directors' and officers' liability insurance with an
aggregate coverage limit of $5,000,000.
II-1
<PAGE> 3
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, self-dealing
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. Section 5.2 of the Registrant's 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
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP
10.1 Innova Corporation 1990 Stock Option Plan (Amended and Restated
July 31, 1992), as amended
23.1 Consent of Graham & James LLP
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE> 4
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. If 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all 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 August 20, 1997.
INNOVA CORPORATION
By /s/ Jean-Francois Grenon
-----------------------------------
Jean-Francois Grenon
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
constitutes and appoints Jean-Francois Grenon and John M. Hemingway, and each of
them severally, such person's true and lawful attorneys-in-fact and agents, with
full power to act without the other and with full power of substitution and
resubstitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, any and all amendments and
post-effective amendments to this Registration Statement, any and all
supplements hereto, and any and all other instruments necessary or incidental in
connection herewith, and to file the same with the Securities and Exchange
Commission.
Pursuant to 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 below.
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> /s/ Jean-Francois Grenon <C> <C>
- -------------------------------------- President and Chief Executive August 20, 1997
Jean-Francois Grenon Officer (Principal Executive
Officer) and Director
/s/ John M. Hemingway Chief Financial Officer (Principal August 20, 1997
- -------------------------------------- Financial and Accounting Officer)
John M. Hemingway
/s/ V. Frank Mendicino
- -------------------------------------- Chairman of the Board August 18, 1997
V. Frank Mendicino
/s/ Paul S. Bachow
- -------------------------------------- Director August 19, 1997
Paul S. Bachow
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> /s/ Frances N. Janis <C> <C>
- -------------------------------------- Director August 20, 1997
Frances N. Janis
/s/ Harold O. Shattuck
- -------------------------------------- Director August 18, 1997
Harold O. Shattuck
/s/ Bernard D. Tarr, Jr.
- -------------------------------------- Director August 20, 1997
Bernard D. Tarr, Jr.
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
<S> <C> <C>
5 Opinion of Graham & James LLP
10.1 Innova Corporation 1990 Stock Option Plan (Amended and Restated
July 31, 1992), as amended (incorporated by reference from
Exhibit 10.1 to the Registration Statement on Form S-1
(Registration No. 333-29547) filed by the Registrant with the
Securities and Exchange Commission on June 19, 1997)
23.1 Consent of Graham & James LLP (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney (included on signature pages)
</TABLE>
<PAGE> 1
Exhibit 5
August 21, 1997
(206) 389 1604
INTERNET
[email protected]
Innova Corporation
Gateway North, Building 2
3325 South 116th Street
Seattle, Washington 98168-1974
RE: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to Innova Corporation (the "Company") in connection
with the preparation of its Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which the Company will file with the Securities and Exchange Commission,
with respect to an aggregate of 2,043,005 shares of Common Stock of the Company
(the "Shares") issuable upon exercise of options granted or to be granted under
the Company's 1990 Stock Option Plan (Amended and Restated July 31, 1992) (the
"Plan").
We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable under the Plan will, upon due execution by the Company and the
registration by its registrar of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration therefor
in accordance with the terms of the Plan, be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
<PAGE> 2
Innova Corporation
August 21, 1997
Page 2
- --------------------------------------------------------------------------------
Very truly yours,
/s/ BENJAMIN F. STEPHENS
Benjamin F. Stephens
of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
INNOVA CORPORATION
We consent to the incorporation by reference in the registration
statement dated August 21, 1997 on Form S-8 of Innova Corporation of our report
dated April 30, 1997, except as to Note 17, which is as of June 17, 1997,
relating to the consolidated balance sheets of Innova Corporation and
subsidiary as of March 31, 1996 and December 31, 1996, and the related
consolidated statements of operations, stockholders' deficit, and cash flows
for each of the years in the two-year period ended March 31, 1996 and for the
nine month fiscal period ended December 31, 1996, and related financial
statement schedule, which reports appear in Innova Corporation's registration
statement (No. 333-29547) on Amendment No. 3 to Form S-1.
KPMG Peat Marwick LLP
Seattle, Washington
August 21, 1997.
