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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)
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<S> <C> <C>
13160 MINDANAO WAY
MARINA DEL REY, CALIFORNIA 90292
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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AMENDED AND RESTATED 1990 STOCK PLAN
AMENDED AND RESTATED 1990 DIRECTORS STOCK OPTION PLAN
(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(2) Amount of
to be Registered Registered(1) Price Per Share (2) Registration Fee(2)
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Common Stock,
par value $.001 1,700,000 $2.4375 $4,143,750 $1,429
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(1) The Registrant previously registered (i) 1,209,500 shares of its Common
Stock with respect to its Amended and Restated 1990 Stock Plan and the 1990
Directors Stock Option Plan on Form S-8 (File No. 33-43238), (ii) 1,750,000
shares of Common Stock with respect to the Amended and Restated 1990 Stock
Plan on Form S-8 (File No. 33-89824) and (iii) 3,340,000 shares of Common
Stock with respect to the Amended and Restated 1990 Stock Plan on Form S-8
(File No. 333-1766). Pursuant to Rule 416, this Registration Statement
also covers such additional securities as may become issuable pursuant to
the anti-dilution provisions of the Plan.
(2) 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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INCORPORATION BY REFERENCE
The contents of the Registration Statements on Forms S-8 (Nos.
33-43238, 33-89824 and 333-1766) of Quarterdeck Corporation (the
"Company") heretofore filed with the Securities and Exchange Commission are
hereby incorporated into this Registration Statement by reference.
REGISTRATION OF ADDITIONAL SECURITIES
INCREASE IN SHARES ISSUABLE PURSUANT TO THE AMENDED AND RESTATED 1990 STOCK
PLAN
This Registration Statement relates to the increase in the
number of shares of Common Stock authorized to be issued under the Company's
Amended and Restated 1990 Stock Plan (the "1990 Plan") from 6,000,000 to
7,500,000. The amendment to the 1990 Plan to increase the number of shares
issuable thereunder from 6,000,000 to 7,500,000 was approved by the Company's
Board of Directors and was approved by the Company's stockholders at the
Company's Annual Meeting on February 12, 1997.
INCREASE IN SHARES ISSUABLE PURSUANT TO THE AMENDED AND RESTATED 1990 DIRECTORS
STOCK OPTION PLAN
This Registration Statement also relates to the increase in
the number of shares of Common Stock authorized to be issued under the
Company's Amended and Restated 1990 Directors Stock Option Plan (the "Directors
Plan") from 300,000 to 500,000. The amendment to the Directors Plan to
increase the number of shares issuable thereunder from 300,000 to 500,000 was
approved by the Company's Board of Directors and was approved by the Company's
stockholders at the Company's Annual Meeting on February 12, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 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).
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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)
/s/ Frank W. T. LaHaye Director 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 1,700,000
shares of the Company's Common Stock, par value $.001 per share (the "Shares"),
issuable by the Company pursuant to its Amended and Restated 1990 Stock Plan
(the "Stock Plan") and Amended and Restated 1990 Directors Stock Option Plan
(together with the Stock Plan, the "Plans"). The Shares are to be issued by
the Company in the manner described in the Registration Statement, the exhibits
thereto, and the documents comprising the prospectuses thereunder (the
"Prospectuses").
As such counsel, I have examined the Registration Statement,
the Prospectus, the Plans 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 Plans 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 Plans and any agreements pursuant to which such Shares are
issued, the Shares to be issued by the Company pursuant to awards granted under
the Plans 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
