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As Filed with the Securities and Exchange Commission on October 16, 2000
Registration No. 333-31700
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
POST-EFFECTIVE AMENDMENT NO. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APERIAN, INC.
(Formerly MSI Holdings, Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE 74-291167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1121 EAST 7TH STREET
AUSTIN, TEXAS 78702
(Address of principal executive offices, including zip code)
APERIAN, INC. 2000 STOCK OPTION PLAN
(Full Title of Plans)
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Robert J. Gibbs
President and Chief Executive Officer
1121 East 7th Street
Austin, Texas 78702
(512) 476-6925
(Name and address, including zip code, and telephone number,
including area code, of registrant's agent for service)
COPIES TO:
Peter E. Lorenzen Jeffrey A. Chapman
Aperian, Inc. Vinson & Elkins L.L.P.
14131 Midway Road, Suite 800 3700 Trammell Crow Center
Addison, Texas 75001 2001 Ross Avenue
(972) 851-3519 Dallas, Texas 75201-2975
(214) 220-7797
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(1)(2) REGISTRATION FEE(3)
------------------- ------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 4,000,000 shares $4.75 $121,446,223.20 $32,061.80
</TABLE>
(1) Consists of shares of Common Stock that may be issuable under the
Registrant's 2000 Stock Option Plan described herein. Pursuant to Rule
416(c) under the Securities Act, shares issuable upon any stock split,
stock dividend or similar transaction with respect to the shares registered
under the Plans are also being registered hereunder. 3,333,333 of such
shares were previously registered on the original filing (March 3, 2000)
and post-effective amendment no. 1 thereto (June 19, 2000).
(2) Estimated solely for calculating the registration fee pursuant to Rule
457(h), based on the high and low prices for the Common Stock on October
13, 2000 as reported on the Nasdaq National Market (as to 777,777 shares
for which the exercise price is not known) and the amounts set forth in the
original filing and post-effective amendment no. 1 thereto (as to the
3,333,333 shares previously registered).
(3) A fee of $31,086.47 was paid in connection with the original filing and
post-effective amendment no. 1 thereto and a fee of $975.33 is remitted in
connection with this filing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates herein by reference the Registrant's previous
Registration Statement on Form S-8 No. 333-31700, which was filed with the
Commission on March 3, 2000, and Post-Effective Amendment No.1 thereto, which
was filed with the Commission on June 19, 2000.
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ITEM 8. EXHIBITS.
4.1 Aperian, Inc. 2000 Stock Option Plan (1)
5.1 Opinion of Peter E. Lorenzen, General Counsel (1)
23.1 Consent of Brown, Graham & Co., P.C. (2)
23.2 Consent of Ernst & Young LLP (1)
23.3 Consent of Peter E. Lorenzen (included as part of Exhibit 5.1)
24 Power of Attorney (set forth on the signature pages of the
registration statement) (2)
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(1) Filed herewith.
(2) Previously filed with the Securities and Exchange Commission and
incorporated by reference.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Austin, State of Texas, on the 16 day of October,
2000.
APERIAN, INC.
(Registrant)
By: /s/ ROBERT J. GIBBS
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Robert J. Gibbs, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated below in the City of Austin, State of Texas.
<TABLE>
<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ ROBERT J. GIBBS President, Chief Executive October 16, 2000
------------------------------------ Officer and Director
Robert J. Gibbs
/s/ DOUGLAS W. BANISTER Chief Financial Officer and October 16, 2000
------------------------------------ Vice President of Finance
Douglas W. Banister
------------------------------------ Director
Jack C. Baum
------------------------------------ Director
Christopher Brickler
------------------------------------ Director
Donald H. Brush, Ph.D.
* Director
------------------------------------
Daniel S. Dornier
* Director
------------------------------------
Stephen J. Metzger
* Director
------------------------------------
Humbert B. Powell, III
* Director
------------------------------------
Davinder Sethi
Director
------------------------------------
Raymond Wicki
*By: /s/ ROBERT J. GIBBS Attorney-in-Fact
--------------------------------
Robert J. Gibbs
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Aperian, Inc. 2000 Stock Option Plan (1)
5.1 Opinion of Peter E. Lorenzen, General Counsel (1)
23.1 Consent of Brown, Graham & Co., P.C. (2)
23.2 Consent of Ernst & Young LLP (1)
23.3 Consent of Peter E. Lorenzen (included as part of Exhibit 5.1)
24 Power of Attorney (set forth on the signature page of the
registration statement) (2)
</TABLE>
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(1) Filed herewith.
(2) Previously filed with the Securities and Exchange Commission and
incorporated by reference.
