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As filed with the Securities and Exchange Commission on April 29, 1997
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
__________________________________
QUARTERDECK CORPORATION
(Exact name of registrant as specified in its charter)
13160 MINDANAO WAY
MARINA DEL REY, CALIFORNIA 90292
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<S> <C> <C>
DELAWARE (310) 309-3700 95-4320650
(State or other jurisdiction of (Address including zip code, and (I.R.S. Employer
incorporation or organization) telephone number, including area code of Identification Number)
Registrant's principal executive offices)
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EMPLOYEE/CONSULTANT COMPENSATION OPTION AGREEMENTS
(Full Title of the Plan)
__________________________________
BRADLEY D. SCHWARTZ, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
13160 MINDANAO WAY
MARINA DEL REY, CALIFORNIA 90292
(310) 309-3700
(Name, address including zip code, and telephone number,
including area code, of agent for service)
__________________________________
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum Aggregate
Title of Securities Amount to be Maximum Offering Offering Price(1) Amount of
to be Registered Registered Price Per Share (1) Registration Fee(1)
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Common Stock,
par value $.001 750,000 $2.4375 $1,828,125 $631
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(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices of the
Common Stock of Quarterdeck Corporation as reported on Nasdaq Stock
Market's National Market on April 23, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Quarterdeck
Corporation (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") are by this reference incorporated in
and made a part of this Registration Statement:
(a) The Annual Report on Form 10-K for the fiscal year
ended September 30, 1996;
(b) The Current Reports on Form 8-K dated January 14,
1997 and April 3, 1997;
(c) The Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996; and
(d) The Registration Statement on Form 8-A filed April
26, 1991.
All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered hereby have been sold or that
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 reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Bradley D. Schwartz, Senior Vice President and General Counsel
of the Company, has, as counsel for the Company, given an opinion as to the
validity of the securities being registered by this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General
Corporation Law, the Bylaws of the Company provide: (i) the Company is
required to indemnify its directors and officers and may indemnify its other
employees and agents, and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Company) at the
Company's request, to the fullest extent permitted by Delaware law, including
those circumstances in which indemnification would otherwise be discretionary;
(ii) the Company is required to advance expenses, as incurred, to such
directors and officers and may advances expenses to such other employees and
agents in connection with defending a proceeding (except that it is not
required to advance expenses to a person against whom the Company brings a
claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing
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violation of law or deriving an improper personal benefit); (iii) the rights
conferred in the Bylaws are not exclusive and the Company is authorized to
enter into indemnification agreements with such directors, officers, employees
and agents; (iv) the Company may maintain director and officer liability
insurance to the extent reasonably available; and (v) the Company may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers, employees and agents. The Company has also entered into
an agreement with its directors and certain of its officers indemnifying them
to the fullest extent permitted by the foregoing. These indemnification
provisions, and the Indemnification Agreements entered into between the Company
and its directors and certain of its officers, may be sufficiently broad to
permit indemnification of the Company, officers and directors for liabilities
arising under the Securities Act of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Bradley D. Schwartz.
23.1 Consent of Bradley D. Schwartz (included in Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the Signature Page).
ITEM 9. UNDERTAKINGS.
The Company 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 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)(1)(ii) 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 Company
pursuant to Section 13 or 15(d) of the
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Exchange Act that are incorporated by reference in
the Registration Statement.
(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 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 the 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 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.
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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 County of Los Angeles, State of California, on this
14th day of March 1997.
QUARTERDECK CORPORATION
By: /s/ Curtis A. Hessler
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Curtis A. Hessler,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Curtis A. Hessler and Frank R.
Greico, and each of them, as his or her true and lawful attorney-in-fact and
agent with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign any or
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue hereof.
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.
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SIGNATURE TITLE DATE
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/s/ Curtis A. Hessler President, Chief Executive Officer March 14, 1997
- ---------------------------------- and Director (Principal Executive
Curtis A. Hessler Officer)
/s/ Frank R. Greico Senior Vice President and Chief March 14, 1997
- ---------------------------------- Financial Officer (Principal
Frank R. Greico Financial and Accounting Officer)
Director
/s/ Frank W. T. LaHaye March 14, 1997
- ----------------------------------
Frank W. T. LaHaye
/s/ Howard L. Morgan Director March 14, 1997
- ----------------------------------
Howard L. Morgan
/s/ King R. Lee Director March 14, 1997
- ----------------------------------
King R. Lee
/s/ William H. Lane III Director March 14, 1997
- ----------------------------------
William H. Lane III
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EXHIBIT INDEX
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Exhibit Number Description
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5.1 Opinion of Bradley D. Schwartz
23.1 Consent of Bradley D. Schwartz (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page).
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EXHIBIT 5.1
March 31, 1997
Quarterdeck Corporation
13160 Mindanao Way
Marina del Rey, California 90292
Re: Registration Statement on Form S-8
Dear Sirs:
I have acted as counsel to Quarterdeck Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 763,000
shares of the Company's Common Stock, par value $.001 per share (the "Shares"),
issuable by the Company pursuant to its employee and consultant compensation
option agreements (the "Plan"). The Shares are to be issued by the Company in
the manner described in the Registration Statement.
As such counsel, I have examined the Registration Statement,
the Plan and such other documents, and have obtained such certificates and
assurances from public officials and from representatives of the Company, and
have made such inquiries, as I deem necessary for the purpose of rendering this
opinion. I have assumed the genuineness of all signatures on, and the
authenticity of, all documents and instruments submitted to me as originals,
and the conformity to original documents of all documents submitted to me as
copies.
I have assumed for purposes of this opinion that the Company
will not grant any award under the Plan pursuant to which Shares could be
issued for consideration that is not adequate in form or amount to support the
issuance of fully paid stock under applicable state law. My opinion herein is
limited to matters under the federal laws of the United States of America, the
laws of the State of California and the Delaware General Corporation Law.
I am of the opinion that, when issued and paid for in
accordance with the Plan and any agreements pursuant to which such Shares are
issued, the Shares to be issued by the Company pursuant to awards granted under
the Plan will be validly issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the
Registration Statement and may not be relied upon by any person other than you,
or by you in any other context, without my prior written consent. This opinion
may not be quoted without my prior written consent. I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
BRADLEY D. SCHWARTZ
Senior Vice President and General Counsel
BDS/msu
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The Board of Directors
Quarterdeck Corporation
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
Los Angeles, California
April 18, 1997
