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Registration No. 333-______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
C2I SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-0775687
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
6138 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
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(Address of principal executive offices) (Zip code)
1997 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENTS WITH
EMPLOYEES, DIRECTORS AND CONSULTANTS
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(Full title of the plan)
JOHN ANTHONY WHALEN, JR.
CHIEF EXECUTIVE OFFICER
C2i Solutions, Inc.
6138 Nancy Ridge Drive
San Diego, California 92121
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (619) 812-5800
Copies to:
Douglas J. Rein, Esq.
Gray, Cary, Ware & Freidenrich LLP
4365 Executive Drive, Suite 1600
San Diego, California 92121-2189
(619) 677-1400
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Exchange Act of 1933, as amended.
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1)(2) per Share(1) Price Fee
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<S> <C> <C> <C> <C>
1997 Stock Option Plan 1,036,505 $2.004118 $2,077,278 $577
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Common Stock,
$0.001 par value
Common Stock, 1,695,995 $1.0625 $1,801,995 $501
$0.001 par value
Nonqualified Stock Option
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Agreements with Employees,
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Directors and Consultants 431,000 $2.50 $1,077,500 $300
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Common Stock,
$0.001 par value
TOTAL 3,163,500 $4,956,773 $1,378
</TABLE>
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(1) Estimated pursuant to Rule 457 for purposes of calculating the registration
fee. As to shares subject to outstanding options, the offering price is
based on the weighted average exercise price. As to remaining shares
subject to options, the price is based on the average of the high and low
prices of the Common Stock on April 30, 1999, as reported on the Nasdaq
SmallCap Market, which was $1.0625 per share.
(2) In addition, pursuant to Rule 416 under the Securities Exchange Act of
1933, as amended, this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the plan or
agreements listed above by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in a change in the number of the Company's
outstanding shares of Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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C2i Solutions, Inc. ("C2i") hereby incorporates by reference in this
registration statement the following documents:
. C2i's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998;
. All other reports filed by C2i pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act since December 31, 1998; and
. The portion of the registration statement on Form 8-A filed by C2i
pursuant to the Securities Exchange Act which contains a description
of the common stock.
All documents filed by C2i with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all shares of common stock offered pursuant to this Registration Statement
have been sold or that deregisters all shares of common stock then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
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The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors, and other corporate agents under certain
circumstances and subject to certain limitations. The Registrant's Certificate
of Incorporation and By-Laws provide that the Registrant shall indemnify its
directors, officers, employees and agents to the full extent permitted by
Delaware General Corporation Law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. In addition, the
Registrant has entered into separate indemnification agreements with its
directors and officers which require the Registrant, among other things, to
indemnify them against certain liabilities which may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature) and to maintain directors' and officers' liability insurance,
if available on reasonable terms.
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These indemnification provisions and the indemnification agreement entered
into between the Registrant and its officers and directors may be sufficiently
broad to permit indemnification of the Registrant's officers and directors for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Exchange Act.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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Rule 415 Offering
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(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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Exchange Act;
(ii) To 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 in the aggregate, represent
a fundamental change in the information set forth 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 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;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
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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 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 Exchange Act of 1933, each such post-effective amendment shall be
deemed to be a new
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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.
(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.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act, 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 San Diego, State of California, on May 7, 1999.
C2i Solutions, Inc.
By: /s/ DIANE E. HESSLER
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Diane E. Hessler
Chief Financial Officer
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POWER OF ATTORNEY
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The officers and directors of C2i Solutions, Inc. whose signatures appear
below, hereby constitute and appoint John Anthony Whalen, Jr. and Diane E.
Hessler, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their, her or his
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act, this
registration statement has been signed by the following persons in the
capacities indicated on May 7, 1999.
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Signature Title
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/s/ John Anthony Whalen, Jr. Chief Executive Officer and Director
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John Anthony Whalen, Jr. (Principal Executive Officer)
/s/ DIANE E. HESSLER Chief Financial Officer (Principal
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Diane E. Hessler Financial and Accounting Officer)
/s/ Hal H. Beretz Director
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Hal H. Beretz
/s/ KIM P. GOH Director
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Kim P. Goh
/s/ WILLIAM J. KAFFER Director
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William J. Kaffer
/s/ JAMES A. LONERGAN Director
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James A. Lonergan
/s/ David Tendler Director
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David Tendler
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EXHIBIT INDEX
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Ex. # Description
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5.1 Opinion re: legality
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (See Signature Page)
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EXHIBIT 5.1
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
4365 Executive Drive, Suite 1600
San Diego, CA 92121-2189
May 6, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
RE: C2I SOLUTIONS, INC. 1997 STOCK OPTION PLAN - REGISTRATION
STATEMENT ON FORM S-8
Gentlemen and Ladies:
As legal counsel for C2i Solutions, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Exchange Act of 1933, as amended, of 3,163,500 shares of
the Company's Common Stock, $0.001 par value ("Common Stock"), which may be
issued pursuant to the exercise of options granted under the C2i Solutions, Inc.
1997 Stock Option Plan (the "Option Plan"), and certain Nonqualified Stock
Option Agreements (the "Agreements") by and between the Company and certain
employees, directors, and consultants of the Company, pursuant to a
registration statement on Form S-8 (the "Registration Statement").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we express
no opinion concerning any law other than the law of the State of California, the
Delaware General Corporation Law and the Federal law of the United States. As
to matters of Delaware General Corporation Law, we have based our opinion solely
upon examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
We have not obtained opinions of counsel licensed to practice in jurisdictions
other than the State of California.
Based on such examination, we are of the opinion that the 3,163,500 shares
of Common Stock which may be issued upon the exercise of options granted under
the Option Plan and pursuant to the Agreements are duly authorized shares of the
Company's Common Stock, and, when issued against payment of the purchase price
therefor in accordance with the provisions of the Option Plan and the
Agreements, will be validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
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GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) expected to be filed on May 7, 1999 pertaining to the 1997 Stock Option
Plan of C2i Solutions, Inc. and certain Nonqualified Stock Option Agreements
with employees, directors, and consultants of the Company, of our report dated
February 19, 1999 with respect to the financial statements of C2i Solutions,
Inc. included in the Annual Report (Form 10-KSB) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
San Diego, California
May 6, 1999
