Registration No. 333-_________
Filed September 21, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZENGINE, INC.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Delaware 31-1638932
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(State of incorporation) (IRS Employer Identification No.)
6100 Stewart Avenue
Fremont, California 94538
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(Address of principal executive offices, including zip code)
AMENDED AND RESTATED 1999 STOCK OPTION PLAN
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(Full Title of the Plan)
Copies to:
Joseph M. Savarino Jeffrey A. Koeppel
President and Chief Executive Officer Kenneth B. Tabach
Zengine, Inc. David M. Seltzer
6100 Stewart Avenue Elias, Matz, Tiernan & Herrick L.L.P.
Fremont, California 94538 734 15th Street, N.W.
(510) 651-6400 Washington, D.C. 20005
------------------------------------- (202) 347-0300
(Name, address and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
______________________________________________________________________________
Common Stock, no
par value. . . 1,391,963 $ 1.03(3) $1,433,722(3) $378.50
Common Stock, no
par value. . . 1,992,337 13.00(4) 25,900,381(4) 6,837.70
__________ _________ _____________ ________
Total. . . . . . 3,384,300(2) $27,334,103 $7,216.20
========= ============== ===========
_______________
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Zengine, Inc. ("Company" or "Registrant") Amended and Restated
1999 Stock Option Plan (the "Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, no par
value per share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for the options to purchase 1,391,963 shares of Common
Stock which are outstanding under the Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the1,992,337 shares for
which stock options have not been granted under the Plan is equal to the
initial public offering price of the Common Stock of the Company on
September 20, 2000.
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and
17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's final prospectus, dated September 20, 2000,
filed pursuant to Rule 424(b)(1) of the Securities Act of 1933, as
amended "(the Securities Act") (Commission File No. 333-36312),
containing the audited financial statements of the Company as of
September 30, 1999 and March 31, 2000 and for each of the periods from
inception (January 1, 1999) to September 30, 1999 and from October 1,
1999 to March 31, 2000 and the unaudited financial statements of the
Company as of June 30, 2000 and the three and nine month periods then
ended;
(b) All reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
financial statements in the prospectus referred to in clause (a) above;
(c) The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 8-A filed with the
Commission on August 30, 2000 (Commission File No. 0-31411);
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 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 have been sold or which deregisters all
securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, 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. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
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Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Zengine is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware, (the "General Corporation Law"), provides that a Delaware
corporation may indemnify any persons who were, are or are threatened to be
made, parties to any threatened pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person is or was an officer director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who 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 any liability asserted against him and incurred by him
in any such capacity, arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Zengine's amended and restated certificate of incorporation and bylaws
provide for the indemnification of officers and directors to the fullest
extent permitted by the General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
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Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No. Exhibit Page
--- ------- ----
4 Common Stock Certificate *
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99.1 Amended and Restated 1999 Stock Option Plan *
_____________________________
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 333-36312) filed with the Commission on
May 4, 2000, as amended.
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 (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 the 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 the Registration Statement, and (iii)
to include any material information with respect to the plan of
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distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses 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 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.
4. That, for the 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 questions whether such indemnification
by it is against public policy 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, 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 State of California on September 21, 2000.
ZENGINE, INC.
By: /s/ Michael E. Peppel
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Michael E. Peppel
Chairman of the Board
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. Each person whose signature appears
below hereby makes, constitutes and appoints Michael E. Peppel his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
Name Title Date
__________________ ________________________ ____________________
/s/ Michael E. Peppel Chairman of the Board September 21, 2000
---------------------
Michael E. Peppel
/s/ Joseph M. Savarino President, Chief Executive September 21, 2000
---------------------- Officer and Director (Principal
Joseph M. Savarino Executive Officer)
/s/ Louis T. Lipinski Vice President, Chief September 21, 2000
--------------------- Financial Officer, Treasurer
Louis T. Lipinski and Secretary
(Principal Financial and
Accounting Officer)
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Name Title Date
__________________ ________________________ ____________________
/s/ Anthony W. Liberati Director September 21, 2000
-----------------------
Anthony W. Liberati
/s/ Donald B. Hutchison Director September 21, 2000
-----------------------
Donald B. Hutchison
/s/ Richard V. Hopple Director September 21, 2000
---------------------
Richard V. Hopple
/s/ Stacey Snider Director September 21, 2000
------------------
Stacey Snider
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