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As filed with the Securities and Exchange Commission on October 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
--------------------
SENTO CORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0284979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
808 East Utah Valley Drive
American Fork, Utah 84003
(Address of Principal Executive Offices,
including Zip Code)
SENTO CORPORATION
STOCK INCENTIVE PLAN
AND
SENTO CORPORATION
1999 OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)
Gary B. Filler Copy to:
Acting Chief Financial Officer Brian G. Lloyd
Sento Corporation Parr Waddoups Brown Gee & Loveless
808 East Utah Valley Drive 185 South State Street, Suite 1300
American Fork, Utah 84003 Salt Lake City, Utah 84111
(801) 492-2000 (801) 532-7840
(Name, address and telephone
number, including area code,
of agent for service)
--------------------
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered per Share(1) Offering Price(1) Registration Fee(1)
- ------------------------------------ ------------ ---------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $.25 par value. . . . . 3,500,000 $3.0625 $10,718,750 $3,215
shares
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</TABLE>
(1) Pursuant to Rules 457(h)(1) and 457(c), the offering price per share,
aggregate offering price and registration fee are computed on the basis of
the average of the bid and asked prices as reported on October 19, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Sento Corporation (the "Registrant")
with the Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-KSB for the year ended
March 31, 1999.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999.
(3) The description of the Registrant's Common Stock, $0.25 par value,
contained in the Registrant's Registration Statement on Form 10 filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed under the Exchange Act
for the purpose of updating such description.
In addition, 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 securities then 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.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent that
a statement contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
The consolidated financial statements of Sento Corporation dated as of
March 31, 1999 and 1998, and for each of the years then ended, have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants, and upon the authority of said firm
as experts in accounting and auditing. Future financial statements of Sento
Corporation and the reports thereon by Sento's independent certified public
accountants will be incorporated by reference in the Registration Statement
in reliance upon the authority of that firm as experts in giving those
reports; provided, however, only to the extent that said firm has audited
those financial statements and consented to the use of their reports thereon.
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Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Company's Amended and Restated Articles of
Incorporation provides that the personal liability of any director to the
Company or to its shareholders for monetary damages for any action taken or
any failure to take action, as a director, is eliminated to the fullest
extent permitted by Utah law.
Article VI of the Company's Amended and Restated Articles of
Incorporation provides that the Company shall indemnify any person who is or
was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise to the fullest extent permitted by the Utah
Revised Business Corporations Act (the "Corporation Act"), as the same may
hereafter be amended, or as permitted by law.
Section 16-10a-902 ("Section 902") of the Corporation Act provides that
a corporation may indemnify any individual who was, is, or is threatened to
be made a named defendant or respondent (a "Party") in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (a
"Proceeding"), because he is or was a director of the corporation or, while a
director of the corporation, is or was serving at its request as a director,
officer, partner, trustee, employee, fiduciary or agent of another
corporation or other person or of an employee benefit plan (an "Indemnifiable
Director"), against any obligation incurred with respect to a Proceeding,
including any judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees), incurred in the Proceeding if his conduct was in
good faith, he reasonably believed that his conduct was in, or not opposed
to, the best interests of the corporation, and, in the case of any criminal
Proceeding, he had no reasonable cause to believe his conduct was unlawful;
provided however, that, pursuant to Subsection 902(4), (i) indemnification
under Section 902 in connection with a Proceeding by or in the right of the
corporation is limited to payment of reasonable expenses (including
attorneys' fees) incurred in connection with the Proceeding and (ii) the
corporation may not indemnify an Indemnifiable Director in connection with a
Proceeding by or in the right of the corporation in which the Indemnifiable
Director was adjudged liable to the corporation, or in connection with any
other Proceeding charging that the Indemnifiable Director derived an improper
personal benefit, whether or not involving action in his official capacity,
in which Proceeding he was adjudged liable on the basis that he derived an
improper personal benefit.
Section 16-10a-903 ("Section 903") of the Corporation Act provides that,
unless limited by its articles of incorporation, a corporation shall
indemnify an Indemnifiable Director who was successful, on the merits or
otherwise, in the defense of any Proceeding, or in the defense of any claim,
issue or matter in the Proceeding, to which he was a Party because he is or
was an Indemnifiable Director of the corporation, against reasonable expenses
(including attorneys' fees) incurred by him in connection with the Proceeding
or claim with respect to which he has been successful.
In addition to the indemnification provided by Sections 902 and 903,
Section 16-10a-905 ("Section 905") of the Corporation Act provides that,
unless otherwise limited by a corporation's articles of incorporation, an
Indemnifiable Director may apply for indemnification to the court conducting
the Proceeding or to another court of competent jurisdiction. On receipt of
an application and after giving any notice the court considers necessary, (i)
the court may order mandatory indemnification under Section 903, in which
case the court shall also order the corporation to pay the director's
reasonable expenses to obtain court-ordered indemnification, or (ii) upon the
court's
3
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determination that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances and regardless of
whether the director met the applicable standard of conduct set forth in
Section 902 or was adjudged liable as described in Subsection 902(4), the
court may order indemnification as the court determines to be proper, except
that indemnification with respect to certain Proceedings resulting in a
director being found liable as described in Subsection 902(4) is limited to
reasonable expenses (including attorneys' fees) incurred by the director.
Section 16-10a-904 ("Section 904") of the Corporation Act provides that
a corporation may pay for or reimburse the reasonable expenses (including
attorneys' fees) incurred by an Indemnifiable Director who is a Party to a
Proceeding in advance of the final disposition of the Proceeding if (i) the
director furnishes the corporation a written affirmation of his good faith
belief that he has met the applicable standard of conduct described in
Section 902, (ii) the director furnishes to the corporation a written
undertaking, executed personally or in his behalf, to repay the advance if it
is ultimately determined that he did not meet the required standard of
conduct, and (iii) a determination is made that the facts then known to those
making the determination would not preclude indemnification.
Section 16-10a-907 of the Corporation Act provides that, unless a
corporation's articles of incorporation provide otherwise, (i) an officer of
the corporation is entitled to mandatory indemnification under Section 903
and is entitled to apply for court ordered indemnification under Section 905,
in each case to the same extent as an Indemnifiable Director, (ii) the
corporation may indemnify and advance expenses to an officer, employee,
fiduciary or agent of the corporation to the same extent as an Indemnifiable
Director, and (iii) a corporation may also indemnify and advance expenses to
an officer, employee, fiduciary or agent who is not an Indemnifiable Director
to a greater extent than the right of indemnification granted to
Indemnifiable Directors, if not inconsistent with public policy, and if
provided for by its articles of incorporation, bylaws, general or specific
action of its board of directors or contract.
Indemnification may be granted pursuant to any other agreement, bylaw,
or vote of shareholders or directors. The Company currently maintains no
policy of director's and officer's insurance for the benefit of the officers
and directors of the Company. The foregoing description is necessarily
general and does not describe all details regarding the indemnification of
officers, directors or controlling persons of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See the Exhibit Index on page 7.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 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 this Registration Statement;
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(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities
Exchange Act of 1934 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) 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 Securities Exchange Act of 1934 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.
(c) 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.
5
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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 American Fork, State of Utah, on
October 20, 1999.
SENTO CORPORATION
By /s/ Arthur F. Coombs, III
---------------------------------------------
Arthur F. Coombs, III
President and Chief Executive Officer
POWER OF ATTORNEY
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 to this
Registration Statement appears below hereby constitutes and appoints Gary B.
Filler and Arthur F. Coombs, III, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Kieth E. Sorensen Chairman of the Board October 20, 1999
- -------------------------------
Kieth E. Sorensen
/s/ Arthur F. Coombs, III President, Chief Executive October 20, 1999
- ------------------------------- Officer and Director
Arthur F. Coombs, III (principal executive
officer)
/s/ Gary B. Filler Chief Financial Officer October 20, 1999
- ------------------------------- and Director (principal
Gary B. Filler accounting and financial
officer)
/s/ Kim A. Cooper Director October 20, 1999
- -------------------------------
Kim A. Cooper
</TABLE>
6
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SENTO CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Regulation S-K Filed Incorporated
Exhibit No. Description Herewith By Reference
- ------------------ ----------------------------------------------- ------------
<S> <C> <C> <C>
4.1 Amended and Restated Articles of (1)
Incorporation of the Registrant
4.2 Bylaws of the Registrant (2)
4.3 Specimen Certificate (3)
5 Opinion of Parr Waddoups Brown Gee & X
Loveless, a professional corporation,
as to the legality of the securities
offered.
23.1 Consent of KPMG Peat Marwick LLP. X
23.2 Consent of Parr Waddoups Brown Gee & X
Loveless (included in Exhibit No. 5).
24 Powers of Attorney (included on page X
6 hereof).
</TABLE>
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(1) Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1999, filed with the Commission on June 29, 1999.
(2) Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended April 30, 1996, filed with the Commission on July 29, 1996, as
amended by Form 10-KSB/A filed with the Commission on August 1, 1996.
(3) Incorporated by referenced to Registration Statement on Form S-1 filed wit
the Commission on September 27, 1996, as amended by Amendment No. 1 to Form
on Form S-1/A filed with the Commission on November 6, 1996.
7
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Exhibit 5
[Letterhead of Parr Waddoups Brown Gee & Loveless]
October 22, 1999
The Board of Directors of Sento Corporation
808 East Utah Valley Drive
American Fork, Utah 84003
Re: Sento Corporation Registration Statement on Form S-8 with respect to
the Sento Corporation Stock Incentive Plan and the Sento Corporation
1999 Omnibus Stock Incentive Plan
Gentlemen:
As counsel to Sento Corporation, a Utah corporation (the "Company"), in
connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed under the Securities Act of 1933, as
amended, for registration of (i) 190,530 shares of Common Stock, $.25 par
value, of the Company ("Common Stock") issued by the Company to date upon the
exercise of options granted pursuant to the terms of the Sento Corporation
Stock Incentive Plan (the "1996 Plan"), and (ii) 3,309,470 shares of Common
Stock to be issued by the Company upon the exercise of options granted or to
be granted pursuant to the 1996 Plan and the Sento Corporation 1999 Omnibus
Stock Incentive Plan (the "1999 Plan"), we have examined the originals or
certified, conformed or reproduction copies of all such records, agreements,
instruments and documents as we have deemed necessary as the basis for the
opinion expressed herein. In all such examinations, we have assumed the
genuineness of all signatures on original or certified copies and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduction copies. As to various questions of fact relevant
to the opinion hereinafter expressed, we have relied upon certificates of
public officials and statements or certificates of officers or
representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that:
A. The 190,530 shares of Common Stock issued by the Company to date
upon the exercise of options granted pursuant to the terms of the 1996 Plan
are legally issued, fully paid and nonassessable; and
B. The 3,309,470 shares of Common Stock to be issued by the Company
upon the exercise of options granted or to be granted pursuant to the 1996
Plan and the 1999 Plan, when issued in accordance with the terms and
conditions of the 1996 Plan or the 1999 Plan, as
<PAGE>
applicable, and pursuant to the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of the opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Parr Waddoups Brown Gee & Loveless
PARR WADDOUPS BROWN GEE & LOVELESS
<PAGE>
Exhibit 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Sento Corporation:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Sento Corporation of our report dated May 21, 1999 (except for
the first paragraph of Note 6 which is dated June 8, 1999 and the second
paragraph of Note 16 which is dated June 9, 1999), related to the
consolidated balance sheets of Sento Corporation and subsidiaries as of March
31, 1999 and 1998 (as restated), and the related consolidated statement of
operations, stockholders equity and comprehensive loss, and cash flows for
the years then ended, as such report appears in the March 31, 1999 Annual
Report on Form 10-KSB of Sento Corporation and to the reference to our firm
under Item 3 Incorporation of Documents by Reference in the prospectus.
KPMG LLP
/s/ KPMG LLP
Salt Lake City, Utah
October 12, 1999
