<PAGE> 1
As filed with the Securities and Exchange Commission on May 15, 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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EXTENDED SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 82-0399670
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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)
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1994 Incentive Stock Option Plan
1984 Incentive Stock Option Plan
1987 Restricted Stock Option Plan
(Full title of the plans)
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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
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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
1994 Incentive Stock Option Plan 915,029 $ 7.87 (1) $ 7,201,278.23 $2,124.38
Common Option Stock (par value
$0.001 per share) reserved for
issuance pursuant to the 1984
Incentive Stock Option Plan 578,413 $ 7.21 (2) $ 4,170,357.73 $1,230.26
Common Option Stock (par value
$0.001 per share) reserved for
issuance under the 1987 Restricted
Stock Option Plan 940,360 $ 8.21 (3) $ 7,720,355.60 $2,277.50
Total 2,433,802 $19,091,991.56 $5,632.14
</TABLE>
(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price
per share with respect to the 915,029 shares reserved for issuance upon
exercises of outstanding stock options granted under the 1994 Incentive
Stock Option Plan has been estimated pursuant to Rule 457(h) under which
Rule the per share price of options to purchase stock under an employee
stock option plan may be estimated by reference to the exercise price of
such options. The weighted average exercise price of the 915,029 shares
subject to outstanding options under the 1994 Incentive Stock Option
Plan is $7.87.
(2) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price
per share with respect to the 578,413 shares reserved for issuance upon
exercises of outstanding stock options granted under the 1984 Incentive
Stock Option Plan has been estimated pursuant to Rule 457(h) under which
Rule the per share price of options to purchase stock under an employee
stock option plan may be estimated by reference to the exercise price of
such options. The weighted average exercise price of the 578,413 shares
subject to outstanding options under the 1984 Incentive Stock Option
Plan is $7.21.
(3) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price
per share with respect to the 940,360 shares reserved for issuance upon
exercises of outstanding stock options granted under the 1987 Restricted
Stock Option Plan has been estimated pursuant to Rule 457(h) under which
Rule the per share price of options to purchase stock under an employee
stock option plan may be estimated by reference to the exercise price of
such options. The weighted average exercise price of the 940,360 shares
subject to outstanding options under the 1987 Restricted Stock Option
Plan is $8.21.
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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.
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
4.1* Form of Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1* 1994 Incentive Stock Option Plan.
10.2* 1984 Incentive Stock Option Plan, as amended.
10.3* 1987 Restricted Stock Option Plan, as amended.
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>
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* 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.
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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 May 15, 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 May 15, 1998
- ----------------------------------- and Director (Principal Executive
Steven D. Simpson Officer)
/s/ Karla K. Rosa Vice President, Finance and Chief May 15, 1998
- ----------------------------------- Financial Officer (Principal
Karla K. Rosa Financial and Accounting Officer)
/s/ Gregory M. Avis Director May 15, 1998
- -----------------------------------
Gregory M. Avis
/s/ Raymond A. Smelek Director May 15, 1998
- -----------------------------------
Raymond A. Smelek
Director May 15, 1998
- -----------------------------------
S. Scott Wald
/s/Douglas B. Winterrowd Director May 15, 1998
- -----------------------------------
Douglas B. Winterrowd
Director May 15, 1998
- -----------------------------------
John M. Russell
</TABLE>
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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* 1994 Incentive Stock Option Plan.
10.2* 1984 Incentive Stock Option Plan, as amended.
10.3* 1987 Restricted Stock Option Plan, as amended.
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>
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* 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
May 15, 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 May 15, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,433,802 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
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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
May 15, 1998
