Registration No.CIK #0000313867
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TRIAD SYSTEMS CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2160013
- ---------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
3055 Triad Drive
Livermore, California 94550-9559
----------------------------------------------------
(Address of principal executive offices) (Zip code)
TRIAD SYSTEMS CORPORATION
AMENDED AND RESTATED OUTSIDE DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
James R. Porter, President
Triad Systems Corporation
3055 Triad Drive
Livermore, California 94550-9559
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(Name and address of agent for service)
Telephone number, including area code, of agent for service:
510/449-0606
This registration statement, including all exhibits and
attachments, contains 10 pages. The exhibit index may be found on
page 8 of the consecutively numbered pages of the registration
statement.
This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share <F1> price <F1> fee <F1>
- ---------- ---------- ---------- ----------- ------------
Common Stock 28,000 $5.34 $149,520.00 $51.58
($0.001 par
value)
Minimum
registration
fee $100.00
<F1> Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. The price is based upon the
average of the high and low prices of the Common Stock on
January 24, 1994, as reported on the National Association of
Securities Dealers Automated Quotations system.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Triad Systems Corporation ("the Company") hereby
incorporates by reference in this registration statement the
following documents:
(a) The Company's latest annual report on Form 10-K
filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing
audited financial statements for the Company's latest fiscal year
ended September 30, 1993, as filed with the Commission on
December 21, 1993.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in (a) above.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form S-4
filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this
registration statement 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
in this registration statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered 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
Delaware law authorizes corporations to eliminate the
personal liability of directors to corporations and their
stockholders for monetary damages for breach or alleged breach of
the directors' "duty of care." While the relevant statute does
not change directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of
loyalty, acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal
payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.
The certificate of incorporation of the Company
includes the provision authorized by Delaware law to eliminate
the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. The Company's
By-Laws provide that the Company shall indemnify its directors
and officers to the full extent permitted by Delaware law
including circumstances in which indemnification is otherwise
discretionary under Delaware law. In addition, the Company has
entered into separate indemnification agreements with its
directors and officers which require the Company, among other
things, to advance expenses to the indemnified party in certain
circumstances, to indemnify them against certain liabilities
which may arise by reason of their status or service as directors
or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to obtain directors' and
officers' insurance, if available on reasonable terms.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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 of 1933;
(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;
(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)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-
effective amendment by those 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 of 1933, 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) Filing incorporating subsequent Exchange Act documents
by reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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) Request for acceleration of effective date or filing of
registration statement on Form S-8
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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Livermore, State of
California, on this 21st day of January, 1994.
TRIAD SYSTEMS CORPORATION
By: /s/ James R. Porter
James R. Porter
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The officers and directors of Triad Systems Corporation
whose signatures appear below, hereby constitute and appoint
James R. Porter and Jerome W. Carlson and each of them, their
true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned
does hereby ratify and confirm all that each of said attorney and
agent, or their or his substitutes, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities indicated, on January 21,
1994.
Signature Title
- --------- ------
/s/ James R. Porter President, Chief Executive
James R. Porter Officer, Director (Principal
Executive Officer)
/s/ Jerome W. Carlson Vice President of Finance
Jerome W. Carlson and Chief Financial Officer,
Corporate Secretary
(Principal Financial Officer)
/s/ Bruce Blanco Controller (Principal
Bruce Blanco Accounting Officer)
/s/ George O. Harmon Director
George O. Harmon
/s/ Henry M. Gay Director
Henry M. Gay
/s/ Richard C. Blum Director
Richard C. Blum
/s/ William W. Stevens Director
William W. Stevens
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of Triad Systems
Corporation filed July 8, 1993, is incorporated by reference from
Exhibit No. 3.1 to the annual report on Form 10-K for the
Company's latest fiscal year ended September 30, 1993, as filed
with the Commission on December 21, 1993.
4.2 Amended and Restated By-Laws of Triad Systems
Corporation, a Delaware corporation, are incorporated by
reference from Exhibit No. 3.4 to the Company's Registration
Statement on Form S-4 (No. 33-53038) effective November 25, 1992.
4.3 Amended and Restated Rights Agreement dated as of
December 6, 1993, is incorporated by reference from Exhibit No.
4.2 to the annual report on Form 10-K for the Company's latest
fiscal year ended September 30, 1993, as filed with the
Commission on December 21, 1993.
5 Opinion re legality 9
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors 10
24 Power of Attorney (included in signature pages to this
registration statement)
EXHIBIT 5
January 28, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Triad Systems Corporation
Amended and Restated Outside Directors
Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As legal counsel for Triad Systems Corporation, a Delaware
corporation (the "Company"), we are rendering this opinion in
connection with the registration under the Securities Act of
1933, as amended, of up to 28,000 shares of the Common Stock of
the Company which may be issued pursuant to the Triad Systems
Corporation Amended and Restated Outside Directors Stock Option
Plan (the "Plan"). We have examined all instruments, documents
and records which we deemed relevant and necessary for the basis
of our opinion hereinafter expressed. In such examination, we
have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and
the conformity to the originals of all documents submitted to us
as copies.
We are admitted to practice only in the State of California
and we express no opinion concerning any law other than the law
of the State of California, the corporation laws of the State of
Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely
upon our examination of such laws and the rules and regulations
of the authorities administering such laws, all as reported in
standard, unofficial compilations. We have not obtained opinions
of counsel licensed to practice in jurisdictions other than the
State of California. Based on such examination, we are of the
opinion that the 28,000 shares of Common Stock which may be
issued pursuant to the Plan are duly authorized shares of the
Company's Common Stock, and, when issued against payment of the
purchase price therefor in accordance with the provisions of the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above and the
use of our name wherever it appears in said Registration
Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Triad Systems Corporation and subsidiaries on Form
S-8 of our report dated October 21, 1993, on our audits of the
consolidated financial statements and financial statement schedules
of Triad Systems Corporation and subsidiaries as of
September 30, 1993 and 1992, and for the years ended
September 30, 1993, 1992 and 1991, which report is incorporated
by reference in the 1993 Annual Report on Form 10-K.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
San Jose, California
January 28, 1994
