<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-0850556
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10301 Willows Road
Redmond, Washington 98073-9705
(Address of principal executive offices)(zip code)
INTERPOINT CORPORATION
AMENDED 1985 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
PETER H. VAN OPPEN, Chairman
INTERPOINT CORPORATION
10301 Willows Road
Redmond, Washington 98073-9705
(206) 882-3100
(Name, address and telephone number of agent for service)
Copy to:
EVELYN CRUZ SROUFE
PERKINS COIE
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Number Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 260,000(2) $8.00 $2,080,000 $717.24
no par value
=================================================================
</TABLE>
(1)Estimated pursuant to Rule 457(c) of the Securities Act of
1933, as amended (the "Securities Act") solely for the
purpose of calculating the amount of the registration fee.
The price per share is estimated to be $8.00 based on the
average of the high and low price for the Common Stock in the
over-the-counter market on March 31, 1995, as reported by the
Nasdaq National Market.
(2)Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares
reserved for issuance pursuant to the Amended 1985 Incentive
Stock Option Plan as the result of any future stock split,
stock dividend or similar adjustment of the outstanding
Common Stock of the Company.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended October 31, 1994, which contains audited financial
statements for the most recent year for which such statements
have been filed;
(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 fiscal year
covered by the Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock
contained in the Registration Statement on Form S-4 filed with
the Commission on January 11, 1994, under the Securities Act of
1933, as amended (the "Securities Act"), including any amendments
or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 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 hereby have been sold
or which deregisters all securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington
Business Corporation Act authorize a court to award, or a
corporation's board of directors to grant, indemnification to
directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities
arising under the Securities Act. Article XII of the Restated
Bylaws of Interpoint Corporation provides for indemnification of
the Registrant's directors and officers to the full extent
permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation
Act authorizes a corporation to limit a director's liability to
the corporation or its shareholders for monetary damages for acts
or omissions as a director, except in certain circumstances
involving intentional misconduct, self dealing or illegal
corporate loans or distributions, or any transaction from which
the director personally receives a benefit in money, property or
services to which the director is not legally entitled. Article
XI of the Restated Articles of Incorporation of Interpoint
Corporation contains provisions implementing, to the full extent
permitted by Washington law, such limitations on a director's
liability to the Registrant and its shareholders.
<PAGE>
Officers and directors of Interpoint are covered by
insurance (with certain exceptions and certain limitations) which
indemnify them against losses and liabilities arising from
certain alleged "wrongful acts," including alleged errors or
misstatements, or certain other alleged wrongful acts or
omissions constituting neglect or breach of duty.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- ---------------
<C> <S>
5.1 Opinion of Perkins Coie regarding legality of the Common
Stock being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of KPMG Peat Marwick LLP
23.4 Consent of Perkins Coie (included in opinion filed as
Exhibit 5.1)
24.1 Powers of Attorney (see Signature Page)
99.1 Amended 1985 Incentive Stock Option Plan
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 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 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; and
(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 (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
<PAGE>
(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.
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 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 this 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 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.
<PAGE>
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 Redmond, State of
Washington, On April 3, 1995.
INTERPOINT CORPORATION
/S/ Peter H. van Oppen
-------------------------------
Peter H. van Oppen, President,
Chief Executive Officer and
Chairman
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Peter H. van Oppen and Leslie S. Rock, and each of them,
as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, to sign in the name and on
behalf of such person, individually and in each capacity stated
below, any or all amendments (including pre-effective and post-
effective amendments) this Registration Statement, and to file
the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the following capacities on April 3, 1995.
Signature Title
--------- ----------
/S/ Peter H. van Oppen
- ----------------------------
Peter H. van Oppen President, Chief Executive
Officer and Chairman
/S/ Leslie S. Rock
- -----------------------------
Leslie S. Rock Vice President, Treasurer
and Chief Accounting Officer
/S/ Christopher T. Bayley
- -----------------------------
Christopher T. Bayley Director
/S/ Walter P. Kistler
- -----------------------------
Walter P. Kistler Director
/S/ Russell F. McNeill
- -----------------------------
Russell F. McNeill Director
/S/ John W. Stanton
- -----------------------------
John W. Stanton Director
/S/ David A. Uvelli
- -----------------------------
David A. Uvelli Director
/S/ Calvin A.H. Waller
- -----------------------------
Calvin A.H. Waller Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- --------- ---------------
<C> <S>
5.1 Opinion of Perkins Coie regarding legality
of the Common Stock being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Perkins Coie (included in opinion
filed as Exhibit 5.1)
24.1 Powers of Attorney (see Signature Page)
99.1 Amended 1985 Incentive Stock Option Plan
</TABLE>
<PAGE>
[PERKINS COIE LETTERHEAD]
Exhibit 5.1
April 4, 1995
Interpoint Corporation
10301 Willows Road
Redmond, WA 98073-9705
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel to you in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 260,000
shares of Common Stock, no par value (the "Shares"), which
may be issued upon the exercise of stock options granted or
to be granted pursuant to the Interpoint Corporation Amended
1985 Incentive Stock Option Plan (the "Plan"). We have
examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed
necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the
opinion that the shares of Common Stock that may be issued
upon the exercise of stock options granted or to be granted
pursuant to the Plan have been duly authorized and that,
upon the due execution by the Company and the registration
by its registrars of the Common Stock and the sale thereof
by the Company in accordance with the terms of the Plan, the
Common Stock will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such
consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/S/ Perkins Coie
-------------------------
Perkins Coie
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
December 2, 1994 appearing on page 11 of Interpoint
Corporation's Annual Report on Form 10-K for the year ended
October 31, 1994.
/S/ Price Waterhouse LLP
- -------------------------
Price Waterhouse LLP
Seattle, Washington
March 31, 1995
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Interpoint Corporation:
We consent to the use of our report on the balance sheet of
Advanced Digital Information Corporation as of September 30,
1993, and the related statements of operations,
stockholders' equity, and cash flows for each of the years
in the two-year period ended September 30, 1993, which
report appears in the October 31, 1994 annual report on Form
10-K of Interpoint Corporation.
Our report refers to a change in the method of accounting
for income taxes.
/S/ KPMG Peat Marwick LLP
------------------------------
KPMG PEAT MARWICK LLP
Seattle, Washington
April 4, 1995
<PAGE>
INTERPOINT CORPORATION
Amended
1985
INCENTIVE STOCK OPTION PLAN
The following Incentive Stock Option Plan ("Plan") was
adopted by INTERPOINT CORPORATION ("Company") effective December
18, 1985, and was approved by the Shareholders on February 15,
1986. The Plan is intended to qualify under Section 422A of the
Internal Revenue Code of 1954 ("IRC") as finally adopted. This
Plan was amended by amendments adopted by the Board of Directors
on November 4, 1987. In addition, this plan was amended by the
Board of Directors effective December 20, 1989 and approved by
affirmative vote of the Shareholders on February 26, 1990. The
Plan was further amended by the Board of Directors effective
December 16, 1992, and approved by affirmative vote of the
Shareholders on February 24, 1993. On November 22, 1993, the
Board of Directors adopted an amendment to the Plan which was
approved by affirmative vote of the Shareholders on February 11,
1994. Finally, the Plan was amended by the Board of Directors
effective December 7, 1994 and approved by affirmative vote of
the Shareholders on February 22, 1995.
1. Purpose. The purpose of the Plan is to provide for the
issuance of options to key salaried employees ("Team Members") to
purchase shares of the Company's authorized by unissued common
stock without par value in order to encourage key salaried Team
Members to have a proprietary interest in successful operations
of the Company and to expand and improve the Company's profits.
2. Shares Under Plan. The aggregate number of shares
which may be issued under the Plan through amendment is 490,000
shares.
3. Eligibility.
a. To be eligible to receive an option under the
Plan, an individual must on the date of granting the option be a
salaried Team Member of either the Company, a parent or
subsidiary of the Company, or a corporation or a parent or
subsidiary corporation of such corporation issuing or assuming a
stock option in a transaction to which IRC Section 425(a)
applies.
b. No individual may receive grant of an option who
at the time the option is granted owns stock possessing more than
ten percent (10%) of the total combined voting power of all
classes of stock of the employer corporation or of its parent or
subsidiary corporation unless at the time the option is granted
the option price is at least 110 percent of the fair market value
of the stock subject to the option and the option by its terms is
not exercisable after the expiration of five years from the date
that option is granted.
4. Administration. The Plan will be administered by a
Committee of the Board of Directors of the Company ("Committee")
consisting of outside Directors (those who are not employees of
the Company). The Committee is authorized, consistent with the
Plan: to select Team Members to whom options are granted, to fix
the number of shares and price per share granted to each, to
determine whether payable in money or in stock of the Company or
otherwise, to fix the date of grant, date of termination and
expiration and terms and conditions of each option, to interpret
the Plan, to determine rights and obligations of option holders,
to grant options and direct the Company to execute option
agreements, to perform all other acts necessary or convenient to
administer the Plan, and to correct any defect, omission or
inconsistency in the Plan necessary to effect its purpose and
qualify as an incentive stock option plan under the IRC Section
422A. In addition, the Interpoint President, or others as he or
she may assign, may grant options to newly hired Team Members who
are not executive officers.
5. Terms of Options. Each option must comply with the
following terms:
a. Grant. The option must be granted within ten
years from the date the Plan is adopted or the date the Plan is
approved by the shareholders, whichever is earlier.
b. Option Price. The option price must not be less
than the fair market value of the stock at the time the option is
granted. The fair market value shall be the closing market price
on the last business day preceding the date of grant, or, if no
trades, were made on that day, it shall be the mean between the
bid and ask prices quoted by NASDAQ at the close of the market on
that day.
c. Exercise. Subject to the next two sentences, the
option may be exercisable for all or part of the shares subject
to the option and at any intervals determined by the Committee.
No option may be exercisable after the first to occur of the
following events:
(1) The expiration of ten years from the date the
option is granted or such shorter period as the Committee
may determine for that option, and
(2) The expiration of three months from the date the
option holder ceases to be employed by the employer
corporation, or the expiration of one year from the date the
option holder ceases to be employed by the employer
corporation in the case of a Team Member who dies or is
disabled within the meaning of IRC Section 22(c)(3).
Each option must be exercised by written notice to the
Company signed by the option holder or his or her personal
representative stating the number of shares being purchased and
accompanied by full payment.
d. Sequential Exercise -- Pre-1987 Options. No
option which was granted prior to January 1, 1987 may be
exercised while there is outstanding (meaning not exercised in
full or not expired by reason of lapse of time) any incentive
stock option which was granted, before the granting of the pre-
1987 option, to the individual to purchase stock in the
individual's employer corporation or in a corporation which (at
the time of the granting of the option) is a parent or subsidiary
corporation of the employer corporation, or in a predecessor
corporation of any such corporations.
e. Non-transferability. The option may not be
transferable by the individual to whom granted otherwise than by
will or the laws of descent and distribution, and must be
exercisable, during the individual's lifetime, only by the
individual.
f. Payment. If approved by the Committee, the price
for the stock issued upon exercise of the option may be paid in
stock of the corporation granting the option.
g. Lapse. Upon lapse of any option not exercised in
full, the unexercised shares will become available for other
option under the Plan.
6. Option Agreement. Each option granted under the Plan
will be evidenced by a written agreement executed by the Company
and the option holder, and will contain terms and conditions as
the Committee deems desirable not inconsistent with the Plan.
7. Non-Qualified Options. Unless the option agreement
provides otherwise, options granted under the Plan are intended
to be incentive stock options qualifying under IRC Section 422A,
as amended. Non-qualified stock options may be granted under
this Plan if the option agreement granting the option states that
it is intended that the option not qualify as an incentive stock
option. Paragraphs 3.b. and 5.d. of this Plan shall not apply to
non-qualified options granted hereunder.
8. Change in Capitalization. If the Company changes it
capitalization, whether by stock dividend, stock split-up,
reclassification or recapitalization, merger or consolidation, or
otherwise (if the option does not terminate pursuant to paragraph
9), then the number and kind of shares then subject to options
and thereafter to become subject to options and the prices to be
paid therefor, will be proportionately adjusted by the Committee
to whatever extent the Committee determines the change equitably
requires an adjustment, without issuance of any fractional option
or share.
9. Merger or Consolidation. If the Company dissolves, is
reorganized, splits up its stock or merges or consolidates with
any other corporation and the Company is not the surviving
corporation, then (unless one or more of the surviving
corporations assumes the options under the Plan or issues
substitute options) each holder of outstanding options will be
notified of and have the right to exercise the options prior to
the dissolution, reorganization, stock split-up, merger or
consolidation. Any option not exercised within thirty (30) days
of notification will thereupon terminate, and simultaneously the
Plan will terminate.
10. Options to Outside Directors. Notwithstanding any
provision in this Plan to the contrary, options to outside
Directors shall be non-qualified options and shall be granted
only in accordance with the following provisions:
a. Grant. Each outside Director, upon his or her
first election or appointment as a director of the Company, shall
be granted a non-qualified option for 5,500 shares and shall not
be eligible for any other options under this or any other option
plan of the Company.
b. Vesting. Each option granted under this Section
10 shall vest as follows: options for 1,375 shares shall be
exercisable on and after one (1) year from the date of grant, and
options for an additional 1,375 shares shall be exercisable on
and after each of the three succeeding anniversaries of the date
of grant.
c. Availability of Shares. The options provided for
in this Section 10 are subject to the availability of shares
under this Plan. If at the date of any grant there are
insufficient shares available to satisfy the grants in whole,
then the shares available shall be divided by the number of
outside Directors then entitled to a grant and each such outside
Director shall be granted an option for that number of shares.
d. Term of Option. The term of each option shall be
for a period of ten (10) years from the date of grant thereof.
e. Option Price. The option price must not be less
than the fair market value of the stock at the time the option is
granted. The fair market value shall be the closing market price
on the last business day preceding the date of grant, or, if no
trades were made on that day, it shall be the mean between the
bid and ask prices quoted by NASDAQ at the close of the market on
that day.
f. Other Terms Applicable. Except as otherwise
provided in this Section 10, options granted to outside Directors
shall be subject to the terms and conditions of this Plan
applicable to other option holders.
11. Amendment of Plan. The Board of Directors of the
Company may amend the Plan and, with the consent of each option
holder affected, the terms and conditions of granted options as
its deems advisable, but may not without the approval of the
holders of not less than a majority of the outstanding capital
stock of the Company:
a. increase the maximum number of shares subject to
the Plan, except pursuant to paragraph 8;
b. decrease the option price provided for in
paragraph 5;
c. extend the term for which options may be granted;
d. change the class of employees eligible to receive
options; or
e. cause any condition or provision of an option or
the Plan to be inconsistent with the provisions of IRC Section
422A(b).
12. Termination of Plan. The Plan will terminate on
December 17, 1995, except that the Board of Directors of the
company may terminate the Plan sooner at any time. No
termination, other than as provided in paragraph 9, will affect
any option then outstanding.
13. Severability. If any provision of this Plan or of any
option is determined to be inconsistent with the provisions of
IRC Section 422A, the inconsistent provision will be deemed
omitted and the remaining provisions will remain in effect.
