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As filed with the Securities and Exchange Commission on November 24, 1998
Registration No. 333-______
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UNITED STATES
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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COMPUTER LITERACY, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5995 770389480
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
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1308 ORLEANS DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices) (Zip Code)
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COMPUTER LITERACY, INC.
1998 OMNIBUS EQUITY INCENTIVE PLAN
1996 STOCK PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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DONALD P. ALVAREZ
VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
COMPUTER LITERACY, INC.
1308 ORLEANS DRIVE
SUNNYVALE, CA 94089
(Name and address of agent for service)
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(408) 541-2020
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
---------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
1998 Omnibus Equity Incentive Plan
and 1996 Stock Plan
Options to Purchase Common Stock 4,039,971 N/A N/A N/A
Common Stock (par value $.001) 4,039,971 shares $10.00 $40,399,710 $11,231.12
1998 Employee Stock Purchase Plan
Common Stock 300,000 N/A N/A N/A
Common Stock (par value $.001) 300,000 $10.00 $3,000,000 $834
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1998 Omnibus Equity Incentive
Plan, the 1996 Stock Plan and the 1998 Employee Stock Purchase Plan because
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in
an increase in the number of the outstanding shares of Common Stock of
Computer Literacy, Inc.
(2) Calculated only for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the fair market value
per share of Common Stock of Computer Literacy, Inc. on November 19, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Computer Literacy, Inc. ("Computer Literacy") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) Computer Literacy's prospectus filed with the SEC under Rule 424(b) under
the Securities Act of 1933, as amended (the "1933 Act"), in connection with
Registration Statement No. 333-67397 on Form SB-2 filed with the SEC on November
17, 1998 which contains the audited financial statements for Computer
Literacy's fiscal years ended January 31, 1997 and 1998.
(b) The description of Computer Literacy's outstanding Common Stock contained
in Computer Literacy's Registration Statement No. 0-24871 on Form 8-A filed with
the SEC on September 3, 1998, under Section 12 of the 1934 Act, including any
amendment or report filed to update the description. All reports and definitive
proxy or information statements filed under Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall also be incorporated by reference into this Registration Statement and to
be a 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
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Computer
Literacy's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. Computer
Literacy's Certificate of Incorporation provides that, under Delaware law, its
directors shall not be liable for monetary damages for breach of their fiduciary
duty as directors to Computer Literacy and its stockholders. This provision in
the Certificate of Incorporation does not eliminate the fiduciary duty of the
directors, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Computer Literacy for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. Computer Literacy has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide Computer Literacy's officers and directors
with further indemnification to the maximum extent permitted by the Delaware
General Corporation Law.
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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<S> <C>
4 Instrument Defining Rights of Stockholders. Reference is
made to Computer Literacy's Registration Statement No.
0-24871 on Form 8-A, which is incorporated herein by
reference under Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Item 9. Undertakings
A. Computer Literacy 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 1933 Act,
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that clauses (1)(i) and (1)(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 with
or furnished to the SEC by Computer Literacy under
Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration
Statement;
(2) that for the purpose of determining any liability under the
1933 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 and
(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 Computer Literacy's 1998 Omnibus
Equity Incentive Plan, 1996 Stock Plan and 1998 Employee Stock
Purchase Plan.
B. Computer Literacy hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of Computer Literacy's
annual report under Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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 1933
Act may be permitted to directors, officers or controlling persons of Computer
Literacy under the indemnification provisions summarized in Item 6 or otherwise,
Computer Literacy has been advised that, in the opinion of the SEC, such
indemnification is against
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public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Computer Literacy of expenses incurred or paid by a director,
officer or controlling person of Computer Literacy 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, Computer
Literacy 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 1933 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Securities Act of 1933, as amended, requires that Computer Literacy
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has had this Registration Statement
signed on its behalf by the undersigned, who is duly authorized, in the City of
Sunnyvale, State of California on this 24th day of November, 1998.
COMPUTER LITERACY, INC.
By: /s/ Chris MacAskill
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Chris MacAskill
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Computer Literacy, Inc., a
Delaware corporation, do hereby constitute and appoint Chris MacAskill and
Donald P. Alvarez, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney on the date indicated.
Under the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Chris MacAskill President, Chief Executive Officer and November 24, 1998
- ----------------------------- Director
Chris MacAskill Principal Executive Officer)
/s/ Donald P. Alvarez Vice President of Finance and November 24, 1998
- ----------------------------- Chief Financial Officer
Donald P. Alvarez (Principal Financial and Accounting Officer)
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II-5
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Signature Title Date
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<S> <C> <C>
/s/ Peter G. Bodine Director November 24, 1998
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Peter G. Bodine
/s/ Ralph C. Derrickson Director November 24, 1998
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Ralph C. Derrickson
/s/ Alan S. Fischer Director November 24, 1998
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Alan S. Fisher
/s/ Tod H. Francis Director November 24, 1998
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Tod H. Francis
/s/ Kim Orumchian Director November 24, 1998
- -----------------------------
Kim Orumchian
/s/ David C. Schwab Director November 24, 1998
- -----------------------------
David C. Schwab
/s/ Peter C. Wendell Director November 24, 1998
- -----------------------------
Peter C. Wendell
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EXHIBIT INDEX
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Sequentially
Exhibit Number Exhibit Numbered Page
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<S> <C> <C>
4 Instrument Defining Rights of Stockholders. Reference is
made to Computer Literacy's Registration Statement No. 0-24871
on Form 8-A, which is incorporated herein by reference under
Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Exhibit 5
November 24, 1998
Computer Literacy, Inc.
1308 Orleans Drive
Sunnyvale, CA 94089
Re: Computer Literacy, Inc. Registration Statement
for Offering of 4,339,971 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 4,039,971 shares of Common
Stock under Computer Literacy's 1998 Omnibus Equity Incentive Plan and 1996
Stock Plan and (ii) 300,000 shares of Common Stock under Computer Literacy's
1998 Employee Stock Purchase Plan. We advise you that, in our opinion, when such
shares have been issued and sold under the applicable provisions of the 1998
Omnibus Equity Incentive Plan, 1996 Stock Plan and the 1998 Employee Stock
Purchase Plan and in accordance with the Registration Statement, such shares
will be validly issued, fully paid and nonassessable shares of Computer
Literacy's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian LLP
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Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Computer Literacy, Inc. on Form S-8 of our reports dated July 10, 1998 and July
10, 1998 (August 25, 1998 as to the fifth paragraph of Note 1 and the last two
paragraphs of Note 10), appearing in Registration Statement No. 333-67397 on
Form SB-2 of Computer Literacy, Inc.
Deloitte & Touche LLP /s/ Deloitte & Touche LLP
San Jose, California -----------------------------------
November 23, 1998 Deloitte & Touche LLP
