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As filed with the Securities and Exchange Commission on May 19, 2000
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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PREVIEW SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0485517
(State of incorporation) (I.R.S. Employer Identification No.)
1195 WEST FREMONT BOULEVARD
SUNNYVALE, CALIFORNIA 94087
(Address of principal executive offices)
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1999 EMPLOYEE STOCK PURCHASE PLAN
1998 STOCK OPTION PLAN
1999 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
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G. BRADFORD SOLSO
CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
PREVIEW SYSTEMS, INC.
1195 WEST FREMONT BOULEVARD
SUNNYVALE, CALIFORNIA 94087
(408) 720-3500
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Thomas Tobiason, Esq.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ----------------------------------------------- ------------------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
1999 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$.0002 par value......................... 324,152 Shares $10.94375 (2) $ 3,547,438.45 $ 936.52
1998 STOCK OPTION PLAN
Common Stock,
$.0002 par value......................... 486,228 Shares $12.875 (3) $ 6,260,185.50 $ 1,652.69
1999 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$.0002 par value......................... 150,000 Shares $12.875 (3) $ 1,931,250.00 $509.85
TOTAL 960,380 Shares $11,738,873.95 $3,099.06
-----
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 (the "SECURITIES ACT") solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The Nasdaq
National Market on May 15, 2000, multiplied by 85%, which is the
percentage of the trading purchase price applicable to purchases under
the referenced Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average
high and low sale prices of the Common Stock as reported on the Nasdaq
National Market on May 15, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "COMMISSION") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed on March 30, 2000 (as amended on May 16, 2000)
pursuant to Rule 15(d) of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT").
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(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 2000 filed on May 15, 2000.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "EXCHANGE ACT") on
December 1, 1999, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing 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.
The Registrant's Certificate of Incorporation reduces the liability of
a director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit
Number
-------
5.1 Opinion of Venture Law Group, a Professional
Corporation.
23.1 Consent of Venture Law Group, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Auditors
24.1 Powers of Attorney (see p. 6).
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Item 9. UNDERTAKINGS.
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 purposes 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.
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 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.
Insofar as the 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Preview Systems, Inc., a corporation organized and existing under
the laws of the State of Delaware, 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 Sunnyvale, State of
California, on this 19th day of May, 2000.
PREVIEW SYSTEMS, INC.
By: /s/ G. Bradford Solso
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G. Bradford Solso
Chief Operating Officer and Chief
Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vincent Pluvinage and G. Bradford
Solso, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his
or her name, place or stead, in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting to each
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he or she might or could do in person, and ratifying
and confirming all that the attorney-in-facts and agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/ Vincent Pluvinage President, Chief Executive Officer and May 19, 2000
- ------------------------------------ Director (Principal Executive Officer)
Vincent Pluvinage
/s/ G. Bradford Solso Chief Operating Officer and Chief May 19, 2000
- ------------------------------------ Financial Officer (Principal Financial
G. Bradford Solso and Accounting Officer)
/s/ Gerard H. Langeler Director May 19, 2000
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Gerard H. Langeler
Director
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Bruce R. Bourbon
/s/ Donald L. Lucas Director May 19, 2000
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Donald L. Lucas
Director May , 2000
- ------------------------------------
Gary E. Reischel
/s/ Douglas Rivers Director May 19, 2000
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Douglas Rivers
/s/ Jo Ann Heidi Roizen Director May 19, 2000
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Jo Ann Heidi Roizen
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors
24.1 Powers of Attorney (see p. 6).
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EXHIBIT 5.1
May 19, 2000
Preview Systems, Inc.
1195 West Fremont Boulevard
Sunnyvale, California 94087
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") filed by you with the Securities and Exchange
Commission (the "COMMISSION") on May 19, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of a total of
960,380 shares of your Common Stock (the "SHARES") reserved for issuance
under the 1999 Employee Stock Purchase Plan, the 1998 Stock Option Plan, and
the 1999 Directors' Stock Option Plan. As your counsel in connection with
this transaction, 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 conclusion of the proceedings being
taken or contemplated by us, as your counsel, to be taken prior to the
issuance of the Shares, and upon completion of the proceedings being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares when issued
and sold in the manner described in the Registration Statement 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, including the Prospectus
constituting a part thereof, and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 21, 2000
included in the Annual Report on Form 10-K for the year ended December 31, 1999
of Preview Systems, Inc., and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Portland, Oregon
May 17, 2000
