<PAGE>
As filed with the Securities and Exchange Commission on February 12, 1999
Registration No. 333-_________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ATG INC.
(Exact name of registrant as specified in its charter)
California 94-2657762
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
47375 Fremont Boulevard
Fremont, California 94538
(510) 490-3008
(Address and telephone number of principal executive offices)
--------------------
ATG INC. 1998 CONSULTANTS AND ADVISORS
STOCK OPTION PLAN
(Full title of the plan)
Doreen M. Chiu
President and Chief Executive Officer
ATG Inc.
47375 Fremont Boulevard
Fremont, California 94538
(510) 490-3008
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies of communications to:
Brian A. Sullivan, Esq.
Miller & Holguin
1801 Century Park East
Seventh Floor
Los Angeles, California 90067
(310) 556-1990
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 shares $ 8.10 $ 1,620,000 $ 450
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). The price per
share and aggregate offering price are based upon (a) the weighted average
exercise price for shares subject to options previously granted under the
Registrant's 1998 Consultants and Advisors Stock Option Plan, and (b) for
shares subject to options granted after the date hereof under such plan,
the average of the high and low price of the Company's Common Stock on
February 8, 1999, as reported on the National Association of Securities
Dealers Automated Quotation System.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Number of Offering Price
Type of Shares Shares per Share
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Shares issuable pursuant to options outstanding under the
ATG Inc. 1998 Consultants and Advisors Stock Option Plan 60,000 $6.00 (a)
- ---------------------------------------------------------------------------------------------------
Shares issuable pursuant to options available for grant
under the ATG Inc. 1998 Consultants and Advisors Stock 140,000 $9.00 (b)
Option Plan
- ---------------------------------------------------------------------------------------------------
</TABLE>
(a) Based on the weighted average exercise price of options outstanding.
(b) Based on the offering price of the Company's Common Stock as computed in
accordance with Rule 457(c) and (h) promulgated under the Securities Act.
INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed by ATG Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
1. The Company's prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed.
2. The description of the Company's Common Stock which is contained in a
registration statement filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
3. All reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1997.
4. All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
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<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Amended and Restated Articles of Incorporation, as amended
("Articles"), provide that, pursuant to the California Corporations Code, the
liability of the directors of the Company for monetary damages shall be
eliminated to the fullest extent permissible under California law. This is
intended to eliminate the personal liability of a director for monetary damages
in an action brought by, or in the right of, the Company for breach of a
director's duties to the Company or its shareholders. This provision in the
Articles does not eliminate the directors' fiduciary duty and does not apply for
certain liabilities: (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law; (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
Company or its shareholders or that involve the absence of good faith on the
part of the director; (iii) for any transaction from which a director derived an
improper personal benefit; (iv) for acts or omissions that show a reckless
disregard for the director's duty to the Company or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to the Company or its shareholders; (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Company or its shareholders; (vi) with respect to certain
transactions or the approval of transactions in which a director has a material
financial interest; and (vii) expressly imposed by statute for approval of
certain improper distributions to shareholders or certain loans or guarantees.
This provision also does not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care.
The Articles also authorize the Company to indemnify the directors and
officers of the Company to the fullest extent permissible under California law.
Section 317 of the California Corporations Code ("Section 317") provides that a
California corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
action by or in the right of the corporation), by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Section 317 also provides that a California corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 317 provides further that to the extent a director or officer of a
California corporation has been successful in the defense of any action, suit or
proceeding referred to in the previous paragraphs or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification authorized by Section 317 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
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<PAGE>
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 317.
EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
EXHIBITS
--------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
5.1 Opinion of Miller & Holguin.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller & Holguin. Reference is
made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to
the signature page.
99.1 ATG Inc. 1998 Consultants and Advisors
Stock Option Plan.
</TABLE>
UNDERTAKINGS
------------
1. The undersigned registrant hereby undertakes:
(a) 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 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of such 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 such 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 offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section 230.424(b) of
this chapter) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum
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<PAGE>
aggregate offering price set forth in the "Calculation of
Registration Fee" table in such effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in such
registration statement or any material change to such
information in such registration statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) shall
not apply if 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
such registration statement.
(b) 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) 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.
2. 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 this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. 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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<PAGE>
SIGNATURES
----------
THE REGISTRANT. 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 Fremont, State of
California, on the 12th day of February, 1999.
ATG INC.
By: /s/ Doreen M. Chiu
------------------
Doreen M. Chiu
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Doreen M. Chiu and Steven J. Guerrettaz,
and each or any one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their substitutes, may lawfully 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/ Doreen M. Chiu
- -------------------------------- Chairman, Chief Executive
Doreen M. Chiu Officer and President (Principal
Executive Officer) February 12, 1999
/s/ Steven J. Guerrettaz
- -------------------------------- Chief Financial Officer
Steven J. Guerrettaz and Director (Principal Financial
and Accounting Officer) February 12, 1999
/s/ Frank Y. Chiu
- --------------------------------
Frank Y. Chiu Director February 12, 1999
/s/ William M. Hewitt
- --------------------------------
William M. Hewitt Director February 12, 1999
</TABLE>
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<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
5.1 Opinion of Miller & Holguin.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller & Holguin. Reference is
made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to
the signature page.
99.1 ATG Inc. 1998 Consultants and Advisors
Stock Option Plan.
</TABLE>
-7-
<PAGE>
EXHIBIT 5.1
[MILLER & HOLGUIN LETTERHEAD]
February 11, 1999
ATG Inc.
47375 Fremont Boulevard
Fremont, California 94538
Ladies and Gentlemen:
We are providing this opinion with respect to certain matters in connection
with the filing by ATG Inc. (the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
covering the offering of up to 200,000 shares (the "Shares") of the Company's
Common Stock, no par value per share, pursuant to the ATG Inc. 1998 Consultants
and Advisors Stock Option Plan (the "Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Articles of Incorporation and its Bylaws, as amended, the Plan,
resolutions of the Company's Board of Directors dated January 14, 1999, and
such other documents, records, certificates, memoranda and other instruments as
we deem necessary or appropriate to enable us to render this opinion
(collectively, "Documents"). In rendering this opinion, we have assumed the
genuineness and authenticity of all signatures on original Documents, the
genuineness and authenticity of all Documents submitted to us as originals, the
conformity to originals of all Documents submitted to us as copies thereof, and
the due execution and delivery of all Documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares newly issued by the Company, when issued and sold in
accordance with the terms of the Plan and the Registration Statement and related
Prospectus, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
MILLER & HOLGUIN
By: /s/ Brian A. Sullivan
---------------------
Brian A. Sullivan
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the Registration Statement of
ATG Inc. on Form S-8, of our report dated January 31, 1998, except for Note 16
as to which the date is April 14, 1998, on our audits of the consolidated
financial statements and financial statement schedule of ATG Inc. as of December
31, 1997 and 1996 and for the years ended December 31, 1997, 1996, and 1995,
which report is included in Form S-1 as filed with the Securities and Exchange
Commission on May 4, 1998.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 11, 1999
<PAGE>
EXHIBIT 99.1
THE ATG INC. 1998 CONSULTANTS AND ADVISORS
STOCK OPTION PLAN
Purpose. The purpose of the ATG Inc. 1998 Consultants and Advisors Stock
-------
Option Plan (the "Plan") is to reward and/or incentivize consultants and
advisors to ATG Inc. (the "Company") and/or its subsidiaries judged to have
contributed, or to have the capacity to contribute, to the long-term success of
the Company, and to attract qualified persons to act as consultants and advisors
to the Company and its subsidiaries.
Administration. The Plan is administered, at the Company's expense, by the
--------------
Company's Board of Directors (the "Board"). The Board's interpretation or
determination of any matter or issue arising under the Plan, to the extent not
inconsistent with the terms of any rights expressly granted to participants
under the Plan in writing, shall be final, binding and conclusive for all
purposes. The Board shall have the power at any time to amend or modify the
Plan in a manner which does not adversely affect outstanding rights of any
person thereunder (absent the consent of such person).
Eligibility. All consultants and advisors retained by the Company and/or
-----------
its subsidiaries are eligible for awards under the Plan immediately prior to or
during the term of their engagement; provided, however, that in no event shall
-----------------------------------------
any such consultant or advisor receive an award under the Plan as direct or
- ---------------------------------------------------------------------------
indirect compensation for services rendered in connection with the offer or sale
- --------------------------------------------------------------------------------
of securities by the Company in a capital-raising transaction.
- -------------------------------------------------------------
Nature of Awards. Awards under the Plan shall consist of options (the
----------------
"Options") to acquire shares of the Company's Common Stock, no par value per
share (the "Common Stock"), at a specified exercise price per share, covering a
specified number of such shares, and exercisable over such period and subject to
such other terms and conditions, as are set forth in a written agreement between
the Company and the grantee (the "Grant Instrument").
Maximum Number of Shares Available Under Plan. The maximum number of
---------------------------------------------
shares of Common Stock available for purchase under the Plan is Two Hundred
Thousand (200,000), subject to adjustment by the Board conformably with the
principles described below under "Adjustment to Options".
Selection of Grantees and Determination of Awards. Either and only the
-------------------------------------------------
full Board, acting in its corporate capacity, or the Chief Executive Officer of
the Company, acting alone as the delegate of the Board, shall have the authority
to select the persons to whom Options are to be granted and, consistently with
the terms of the Plan, determine all specific terms and conditions applicable
thereto.
<PAGE>
Adjustment to Options. The number of shares covered by an Option will be
---------------------
increased or decreased proportionately, and the exercise price modified
inversely, in the event of a stock split, stock dividend or reverse stock split
with respect to the Common Stock. With respect to any other fundamental change
affecting the Common Stock, the Grant Instrument will contain such adjustments
to the Option as are deemed appropriate by the full Board or the Chief Executive
Officer of the Company, as applicable, so as not to dilute the rights of the
grantee in the context thereof.
Non-Qualified Status of Options Under Internal Revenue Code. Options
-----------------------------------------------------------
issued under the Plan are not intended to be "incentive stock options" under the
Internal Revenue Code of 1986, as amended (the "Code").
Non-Qualified Nature of Plan. The Plan is not intended to be subject to
----------------------------
the provisions of the federal Employee Retirement Income Security Act of 1974,
as amended, or to be qualified under Section 401(a) of the Code.
Termination of Plan. The Plan shall terminate on such date as is
-------------------
determined by the Board in its discretion.
No Granting of Retention or Employment Rights. Neither the Plan, nor any
---------------------------------------------
action taken under the Plan, shall be construed as giving any eligible
consultant or advisor the right to become a participant in the Plan, nor shall
an Option awarded under the Plan be construed as giving the grantee any right
with respect to continuance of retention or employment by the Company or any of
its subsidiaries.
-2-
