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As Filed With the Securities and Exchange Commission on February 13, 1998
Registration No. 33-79772
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DATUM INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2512237
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9975 TOLEDO WAY, IRVINE, CALIFORNIA 92718
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Louis B. Horwitz, President
9975 Toledo Way, Irvine, California 92718
(Name and address of agent for service)
(714) 598-7500
(Telephone number, including area code, of agent for service)
Copy to:
Lawrence C. Cohn, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant's Annual Report to Stockholders for the calendar
year ending December 31, 1996.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the calendar year covered by the Annual Report referred
to in (a) above.
(c) The description of the Registrant's Common Stock that is contained
in the Registrant's registration statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that 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 have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any 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.
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 makes provision for
the indemnification of officers and directors in terms sufficiently broad as to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article V of the Registrant's Bylaws provides
for indemnification of its officers and directors. In addition, the Company has
entered into separate Indemnification Agreements with certain of its directors
and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed as part of this registration statement:
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<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
4.1 1994 Stock Incentive Plan, (incorporated by reference to
Registrant's registration statement on Form S-8 Registration
#33-79772).
4.1.1 Amendment to 1994 Stock Incentive Plan, effective March 17,
1995 (incorporated by reference to Form 10-K for the year
ended December 31, 1994).
4.1.2 Second Amendment to 1994 Stock Incentive Plan, effective June
5, 1997.
4.2 Employee Stock Purchase Plan (incorporated by reference to
Registrant's Proxy Statement for its Annual Meeting of
Stockholders of June 5, 1997, filed with the Commission on May
1, 1997).
23 Consent of Price Waterhouse, independent accountants.
24 Power of Attorney.*
</TABLE>
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* Previously filed.
Item 9. Undertakings.
(a) 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 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.
(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 the
registration statement;
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by these 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 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.
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(b) 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.
(h) 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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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 City of Irvine, State of California, on the 9th day of
February, 1998.
DATUM INC.
By: /s/Louis B. Horwitz
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Louis B. Horwitz, President
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Louis B. Horwitz President, Chief Executive Officer February 9, 1998
- --------------------------------------- and Director
Louis B. Horwitz (Principal Executive Officer)
/s/David A. Young Vice President and Chief Financial February 9, 1998
- --------------------------------------- Officer
David A. Young (Principal Financial Officer)
/s/James A. Madsen Controller February 9, 1998
- --------------------------------------- (Principal Accounting Officer)
James A. Madsen
/s/G. Tilton Gardner Director February 9, 1998
- ---------------------------------------
G. Tilton Gardner
/s/Dan L. McGurk Director February 9, 1998
- ---------------------------------------
Dan L. McGurk
/s/Edward A. Money Director February 9, 1998
- ---------------------------------------
Edward A. Money
/s/Michael M. Mann Director February 9, 1998
- ---------------------------------------
Michael M. Mann
/s/R. David Hoover Director February 9, 1998
- ---------------------------------------
R. David Hoover
By: /s/Louis B. Horwitz
----------------------------------
Louis B. Horwitz,
Attorney-in-fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<S> <C> <C>
4.1 1994 Stock Incentive Plan, (incorporated by reference to
Registrant's registration statement on Form S-8 Registration
#33-79772).
4.1.1 Amendment to 1994 Stock Incentive Plan, effective March 17,
1995 (incorporated by reference to Form 10-K for the year
ended December 31, 1994).
4.1.2 Second Amendment to 1994 Stock Incentive Plan, effective June 5, 1997.
4.2 Employee Stock Purchase Plan (incorporated by reference to
Registrant's Proxy Statement for its Annual Meeting of
Stockholders of June 5, 1997, filed with the Commission on
May 1, 1997).
23 Consent of Price Waterhouse, independent accountants.
24 Power of Attorney.*
</TABLE>
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* Previously filed.
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Exhibit 4.1.2
DATUM INC.
SECOND AMENDMENT
TO
1994 STOCK INCENTIVE PLAN
As approved by the stockholders of Datum Inc. (the "Company") at the
Company's duly called, noticed and held annual meeting of stockholders of June
5, 1997, the Company's 1994 Stock Incentive Plan (the "Plan") is amended as of
such date such that the second and third sentences of Section 2 of the Plan are
amended and restated in their entirety as follows:
The total number of shares of Common Stock of the Company which may be
issued under the Plan shall not exceed, in the aggregate, eight hundred
fifty thousand (850,000) shares which amount shall increase by fifty
thousand (50,000) shares at the end of each calendar year. The aggregate
maximum number of shares represented by options or rights to purchase
under this Plan that may be granted or offered under stock options or
rights to purchase to any one person may not exceed one hundred fifty
thousand (150,000) shares per calendar year.
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-79772) of Datum Inc. of our report dated
February 17, 1997 appearing on page F-1 of this Form 10-K.
PRICE WATERHOUSE LLP
Costa Mesa, California
February 6, 1998
