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
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
3055 Triad Drive, Livermore, California 94550
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(Address of principal executive office, including zip code)
Triad Systems Corporation Amended and Restated 1982 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
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(Name and address of agent for service)
(415) 449-0606
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(Telephone number, including area code, of agent for service)
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount of
securities of to be offering price aggregate registration
the registered registered per unit offering price fee
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<S> <C> <C> <C> <C>
Common Stock 350,000 shares(1) $5.875 $2,056,250 $710(2)
<FN>
(1) This Registration Statement pertains to the registration of additional
shares with respect to the Amended and Restated 1982 Stock Option Plan (the
"1982 Stock Option Plan"). A total of 7,375,000 shares issuable under the
1982 Stock Option Plan has been registered previously under the Securities
Act of 1933, as amended.
(2) In accordance with Rule 457(h), this calculation is made solely for the
purpose of calculating the amount of the registration fee and is based upon a
per share price of $5.875, the average of the high and low prices on
May 12, 1996.
</END TABLE>
Part II Information Required in the Registration Statement
Registration of Additional Securities
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 350,000 shares under the
Amended and Restated 1982 Stock Option Plan. Pursuant to General
Instruction E of Form S-8, the Registrant hereby incorporates by reference
the contents of Registration No. 33-20239 into this Registration Statement.
[Rest of page intentionally left blank]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has 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 May 23, 1996.
TRIAD SYSTEMS CORPORATION
(Registrant)
By /s/ JAMES R. PORTER
James R. Porter
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons on behalf of the registrant in the capacities and on the
dates indicated.
Signature Title Date
- --------- ---------------------------- -----------
/S/ JAMES R. PORTER President and Chief Executive May 23, 1996
James R. Porter Officer and Director
(Principal Executive Officer)
/S/ STANLEY F. MARQUIS Vice President-Finance and Chief May 23, 1996
Stanley F. Marquis Financial Officer (Principal
Financial and Accounting Officer)
/S/ RICHARD C. BLUM Director May 23, 1996
Richard C. Blum
/S/ HENRY M. GAY Director May 23, 1996
Henry M. Gay
/S/ GEORGE O. HARMON Director May 23, 1996
George O. Harmon
/S/ WILLIAM W. STEVENS Director May 23, 1996
William W. Stevens
/S/ BRUCE M. BLANCO Corporate Controller May 23, 1996
Bruce M. Blanco (Principal Accounting Officer)
INDEX TO EXHIBITS
Exhibit
No. Page No.
4 Instruments Defining the Rights of Security Holders,
Including Indentures.
(a) Restated Certificate of Incorporation of
Registrant filed July 8, 1993, is
incorporated by reference from Exhibit No. 3.1
in the Annual Report on Form 10-K for the
Company's fiscal year ended September 30, 1993.
(b) Amended and Restated Bylaws incorporated by
reference from Exhibit 3.4 to the Company's
Registration Statement on Form S-4 (No. 33-53038).
(c) Amended and Restated Rights Agreement dated
as of December 6, 1993, is incorporated by
reference from Exhibit 4.2 in the annual
report on Form 10-K for the Company's fiscal
year ended September 30, 1993.
5 Opinion re Legality 5
24.1 Consent of Counsel (included in Exhibit 5)
24.2 Consent of Independent Accountants 6
Exhibit 5
OPINION RE LEGALITY
June 17, 1996
Triad Systems Corporation
3055 Triad Drive
Livermore, CA 94550
Registration Statement on Form S-8 for
350,000 Amended and Restated 1982 Stock Option Plan Shares
Dear Sirs:
We have acted as your counsel in connection with the Registration
Statement on Form S-8 to be filed with the Securities and Exchange
Commission on or about May 23, 1996 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as
amended, of 350,000 additional shares (the "Shares") of Triad Systems
Corporation Common Stock, no par value, authorized for issuance under the
Amended and Restated 1982 Stock Option Plan (the "Plan"). As counsel in
connection with this transaction, we have examined the proceedings taken,
and we are familiar with the proceedings proposed to be taken, in connection
with the issuance and sale of the Shares pursuant to the Plan.
In our opinion, when issued and sold in the manner described in the Plan
and pursuant to the option agreements under the Plan, the Shares will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
By /s/ WILLIAM J. NEWELL
William J. Newell
A Partner in the Firm
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Triad Systems Corporation on Form S-8 for the registration of 350,000
shares of its common stock authorized for issuance under the Amended and
Restated 1982 Stock Option Plan of our report dated October 19, 1995, on our
audits of the consolidated financial statements and financial statement
schedules of Triad Systems Corporation as of September 30, 1995 and 1994,
and for the years ended September 30, 1995, 1994 and 1993, which report is
included (or incorporated by reference) in the Annual Report (Form 10-K) for
1995, filed with the Securities and Exchange Commission.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
San Jose, California
June 17, 1996
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