As filed with the Securities and Exchange Commission on DECEMBER 29, 2000
Registration No.
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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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SOFTQUAD SOFTWARE, LTD.
(exact name of registrant as
DELAWARE specified in its charter) 65-0877744
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
161 EGLINTON AVENUE EAST, SUITE 400
TORONTO, ON M4P 1J5
(Address of Principal Executive Offices) (Zip Code)
SOFTQUAD SOFTWARE, LTD. 2000 STOCK OPTION PLAN
(Full title of the Plan)
DAVID R. LEWIS
CHIEF FINANCIAL OFFICER
SOFTQUAD SOTFWARE, LTD.
161 EGLINTON AVENUE EAST, SUITE 400
TORONTO, ONTARIO
CANADA M4P 1J5
416-554-3001
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
Michael J. Shef, Esq.
Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
212-704-6140
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered Offering Price Aggregate Registration
(1) Per Share Offering Price Fee
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Common Stock, $.001 par value 4,899,500 $2.2451(2) $10,999,867 $2,749.97
per share
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from antidilution adjustments.
(2) Based upon a weighted average exercise price of $2.2451 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by SoftQuad Software,
Ltd. (the "Company") with the Securities and Exchange Commission (Commission
File No. 000-26327), are incorporated by reference in this Registration
Statement:
(1) The Company's Annual Report on Form 10-KSB for the year ended September
30, 2000
(2) The Company's Current Report on Form 8-K dated December 5, 2000
(3) The Company's Definitive Information Statement on Schedule 14C dated
March 21, 2000
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof 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 remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required, since the registrant's common stock is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware ("DGCL")
provides that directors, officers, employees or agents of Delaware corporations
are entitled, under certain circumstances, to be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them in connection with any suit brought against them in their
capacity as a director, officer, employee or agent, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 also provides that directors, officers, employees and
agents may also be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by them in connection with a derivative suit
bought against them in their capacity as a director, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made without
court approval if such person was adjudged liable to the corporation.
The Certificate of Incorporation of the Company provides that it
shall, to the fullest extent permitted by the DGCL, indemnify any person who was
or is a party or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, and whether formal or informal by reason of the
fact that he or she is or was a director, officer, fiduciary or agent of the
Company or is or was serving at the request of the Company as a director,
officer, fiduciary or agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise or employee benefit
plan.
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In March 2000, the Company obtained $20 million of directors' and
officers' liability insurance. These policies insure the past, present and
future directors and officers of the Company with certain exceptions, from
claims, including claims arising under federal and state securities laws,
arising out of any error, omission, misstatement, misleading statement, neglect
or breach of duty or act by any of them while acting in their respective
capacities as such.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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5.1 Opinion of Parker Chapin LLP, as to the legality of the common stock being offered.
23.1 Consent of Parker Chapin LLP (included in their opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche.
99.1 2000 Stock Option Plan. (1)
99.2 Form of Non-Qualified Stock Option Contract under the 2000 Stock Option Plan. (1)
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(1) Incorporated by reference to the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 2000.
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ITEM 9. UNDERTAKINGS.
A. Post-Effective Amendments.
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The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) 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.
(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. Subsequent Documents Incorporated by Reference.
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The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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
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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. Claims for Indemnification.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or other controlling person of the
Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Toronto, Province of Ontario, Canada on December 29,
2000.
SOFTQUAD SOFTWARE, LTD.
By: /s/ David R. Lewis
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David R. Lewis
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on December 29, 2000.
SIGNATURE TITLE
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/s/ Roberto Drassinower Director and Chief Executive Officer
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Roberto Drassinower
/s/ Andrew Muroff Director and President
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Andrew Muroff
/s/ David R. Lewis Chief Financial Officer and
--------------------------- Chief Accounting Officer
David R. Lewis
/s/ Joan Dea Director
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Joan Dea
/s/ Robert Bagga Director
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Robert Bagga
/s/ Lawrence Goldberg Director
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Lawrence Goldberg
/s/ Brock Armstrong Director
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Brock Armstrong
