<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998
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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LECG, INC.
(Exact name of registrant as specified in its charter)
California 94-3063119
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2000 Powell Street
Emeryville, California 94608
(510) 653-9800
(Address of Principal Executive Offices)
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1997 Stock Option Plan
1997 Employee Stock Purchase Plan
(Full titles of the plans)
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Thomas M. Jorde
President
LECG, Inc.
2000 Powell Street
Emeryville, California 94608
(Name and address of agent for service)
(510) 653-9800
(Telephone number, including area code, of agent for service)
-----------------------------------------------
Copies to:
Michael J. Danaher, Esq.
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $0.001 per share)
reserved for issuance under the 1997 Stock
Option Plan 1,500,000 $14.9688 (1) $22,453,200.00 $6,623.69
- ------------------------------------------------------------------------------------------------------
Common Stock (par value $0.001 per share)
reserved for issuance pursuant to the 1997
Employee Stock Purchase Plan 500,000 $12.7234 (2) $ 6,361,700.00 $1,876.70
- ------------------------------------------------------------------------------------------------------
Total 2,000,000 $28,814,900.00 $8,500.40
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</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share was determined by reference to the fair market value of the Common
Stock (the "FMV"), or, the average of the high and low sale prices reported
by the New York Stock Exchange on June 29, 1998.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share was determined to be 85% of the FMV.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by LECG, Inc. (the "Company" or the
"Registrant"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed pursuant to Section 13(a) of the Exchange Act.
3. The description of Registrant's Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
4. Proxy Statement, filed as of April 3, 1998 in connection with the Annual
Meeting of Shareholders held on April 24, 1998.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of shares of Common Stock offered hereby will be
passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati ("WSGR"),
Palo Alto, California. Mario Rosati, a member of WSGR, is a Director of the
Registrant.
II-1
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code allows for indemnification of
officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
IV of the Registrant's Restated Articles of Incorporation and Article VI of the
Registrant's Bylaws provide for indemnification of the Registrant's directors,
officers, employees and other agents to the extent and under the circumstances
permitted by the California Corporations Code. The Registrant has also entered
into agreements with its directors and executive officers that will require the
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors and executive
officers to the fullest extent not prohibited by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<C> <S>
4.1 1997 Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrant's S-1 Registration
Statement).*
4.2 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant's S-1
Registration Statement).*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation with respect to the legality of
the securities.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Power of Attorney (included in signature page hereof).
</TABLE>
_______________
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-37989), as amended, which was declared effective by the
Commission on December 18, 1997.
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, each such post-effective amendment 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>
(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 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.
(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 Securities and Exchange 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.
II-3
<PAGE>
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 Emeryville, State of California, on June 30, 1998.
LECG, INC.
By: /s/ THOMAS M. JORDE
---------------------------------------------
Name: Thomas M. Jorde
Title: President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints, jointly and severally, David J. Teece,
Thomas M. Jorde and Kimberly D. Gilmour, and each of them acting individually,
as his or her attorney-in-fact, each with full power of substitution, for him or
her in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8, and to file the same with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or any substitute, may do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------- --------------------------------------- -------------
<S> <C> <C>
/s/ DAVID J. TEECE Chairman of the Board June 30, 1998
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David J. Teece
/s/ THOMAS M. JORDE President (Principal Executive Officer) June 30, 1998
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Thomas M. Jorde
/s/ KIMBERLY D. GILMOUR Chief Financial Officer (Principal June 30, 1998
- ------------------------- Financial and Accounting Officer)
Kimberly D. Gilmour
/s/ RICHARD J. GILBERT Director June 30, 1998
- -------------------------
Richard J. Gilbert
/s/ ROBERT G. HARRIS Director June 30, 1998
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Robert G. Harris
/s/ GORDON C. RAUSSER Director June 30, 1998
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Gordon C. Rausser
/s/ MARIO M. ROSATI Director June 30, 1998
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Mario M. Rosati
Director
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William J. Spencer
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<C> <S>
4.1 1997 Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrant's S-1 Registration
Statement).*
4.2 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant's S-1
Registration Statement).*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation with respect to the legality of
the securities.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Power of Attorney (included in signature page hereof).
</TABLE>
________________
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-37989), as amended, which was declared effective by the
Commission on December 18, 1997.
<PAGE>
EXHIBIT 5.1
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June 30, 1998
LECG, Inc.
2000 Powell Street
Emeryville, California 94608
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by LECG, Inc., a California corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on or about
June 30, 1998, in connection with the registration under the Securities Act of
1933, as amended, of shares of your Common Stock, $0.001 par value (the
"Shares"), pursuant to the Company's 1997 Stock Option Plan and 1997 Employee
Stock Purchase Plan (collectively, the "Plans"). As your legal counsel in
connection with this transaction, we have reviewed the proceedings taken by you
in connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements that accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 registration statement of our report dated January
30, 1998.
/s/ ARTHUR ANDERSEN LLP
San Francisco, California
June 30, 1998
