<PAGE> 1
As filed with the Securities and Exchange Commission on April 7, 1998
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
EXTENDED SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
Delaware 82-0399670
-------- ----------
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
5777 North Meeker Avenue
Boise, Idaho 83713
(208) 322-7575
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------
1998 Stock Plan
1998 Employee Stock Purchase Plan
1998 Director Option Plan
(Full title of the plans)
------------------
Steven D. Simpson
President and Chief Executive Officer
Extended Systems Incorporated
5777 North Meeker Avenue
Boise, Idaho 83713
(208) 322-7575
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
Copy to:
Patrick J. Schultheis, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
================================================================================
<PAGE> 2
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 (1) Price (1) Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $0.001 per share)
reserved for issuance under the 1998 Stock Plan 1,600,000 $8.0625(1) $12,900,000 $3,805.50
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.001 per share)
reserved for issuance pursuant to the 1998
Employee Stock Purchase Plan 700,000 $6.8531(2) $ 4,797,170 $1,415.17
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.001 per share)
reserved for issuance under the 1998
Director Option Plan 250,000 $8.0625(1) $ 2,015,625 $ 594.61
- --------------------------------------------------------------------------------------------------------------------------------
Total 2,550,000 $19,712,795 $5,815.28
================================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, 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 in the Nasdaq National Market on
April 3, 1998.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee. The
Proposed Maximum Offering Price Per Share was determined to be 85% of the
FMV.
<PAGE> 3
EXTENDED SYSTEMS INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Extended Systems Incorporated
(the "REGISTRANT") with the Securities Exchange Commission (the "COMMISSION")
are incorporated by reference into this Registration Statement:
1. The Registrant's Registration Statement on Form S-1 (File
No. 333-42709), as amended (the "REGISTRATION STATEMENT"),
filed pursuant to the Securities Act of 1933, as amended
(the "SECURITIES ACT"), relating to the Company's initial
public offering of its Common Stock (the "OFFERING").
2. The description of Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A (File
No. 000-23597) pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
including any amendment or report filed for the purpose of
updating such description.
All reports and other 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 de-registers 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 reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
II-1
<PAGE> 4
The Registrant's Amended and Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.
The Registrant's Bylaws provide for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if
such person acted in good faith and in a manner reasonably believed to be in
and not opposed to the best interest of the Registrant, and, with respect to
any criminal action or proceeding, the indemnified party had no reason to
believe his conduct was unlawful.
The Registrant has entered into indemnification agreements with
its directors and executive officers, in addition to indemnification provided
for in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors and executive officers in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
- ------
4.1* Form of Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1* 1998 Stock Plan and Form of Stock Option Agreement thereunder.
10.2* 1998 Employee Stock Purchase Plan and Form of Participation Agreement
thereunder.
10.3* 1998 Director Option Plan and Form of Director Option Agreement
thereunder.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.1 Power of Attorney (see page II-5).
- -----------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-42709), as amended, which was declared effective by the
Commission on March 4, 1998.
II-2
<PAGE> 5
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.
(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> 6
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 Boise, State of Idaho,
on April 6, 1998.
EXTENDED SYSTEMS INCORPORATED
By: /s/ Steven D. Simpson
--------------------------------
Steven D. Simpson, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Steven D. Simpson and Karla K.
Rosa, 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, AS
AMENDED, 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/ Steven D. Simpson President, Chief Executive Officer and April 6, 1998
------------------------------------- Director (Principal Executive Officer)
Steven D. Simpson
/s/ Karla K. Rosa Vice President, Finance and Chief April 6, 1998
------------------------------------- Financial Officer (Principal Financial
Karla K. Rosa and Accounting Officer)
/s/ Raymond A. Smelek Director April 6, 1998
-------------------------------------
Raymond A. Smelek
/s/Douglas B. Winterrowd Director April 6, 1998
-------------------------------------
Douglas B. Winterrowd
</TABLE>
II-4
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------------------
EXHIBITS
----------------------------------
REGISTRATION STATEMENT ON FORM S-8
EXTENDED SYSTEMS INCORPORATED
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1* Form of Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1* 1998 Stock Plan and Form of Stock Option Agreement thereunder.
10.2* 1998 Employee Stock Purchase Plan and Form of Participation Agreement thereunder.
10.3* 1998 Director Option Plan and Form of Director Option Agreement thereunder.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.1 Power of Attorney (see page II-5).
- -----------------------
</TABLE>
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-42709), as amended, which was declared effective by the
Commission on March 4, 1998.
<PAGE> 1
EXHIBIT 5.1
April 7, 1998
Extended Systems Incorporated
5777 Meeker Avenue
Boise, Idaho 83713
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about April 7, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,550,000 shares of your Common Stock,
$0.001 par value per share (the "Shares"). As your legal counsel, we have
examined the proceedings taken, and are familiar with the proceedings proposed
to be taken, by you in connection with the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your legal counsel, to be taken prior to the issuance
of the Shares, the Shares, when issued and sold in the manner described in the
Registration Statement and in accordance with the resolutions adopted by your
Board of Directors, 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 amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 11, 1997, except
as to Notes 1, 9, 11 and 14, the date of which is January 26, 1998, and as to
Note 13, the date of which is April 2, 1998, of Extended Systems Incorporated,
which is incorporated in this Registration Statement on Form S-8.
/s/ COOPERS & LYBRAND L.L.P.
Boise, Idaho
April 6, 1998
