<PAGE> 1
As filed with the Securities and Exchange Commission on May 19, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUARTERDECK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-4320650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13160 MINDANAO WAY
MARINA DEL REY, CALIFORNIA 90292
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1990 STOCK PLAN
(Full title of the plan)
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RON BEN-YEHUDA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
QUARTERDECK CORPORATION
13160 MINDANAO WAY
MARINA DEL REY, CALIFORNIA 90292
(310) 309-3700
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered per Share Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 2,000,000 $1.578(1) $3,156,000(1) $932
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee on the basis of the average of the high and
low reported sale prices of a share of Quarterdeck Corporation's Common
Stock on May 12, 1998 as reported by The Nasdaq Stock Market's National
Market.
------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus prepared in accordance with Part I hereof with respect to the
Common Stock issuable under the Company's Amended and Restated 1990 Stock
Plan also relates to shares of Common Stock previously registered under
Registration Statements on Form S-8 (Registration Nos.
333-26105, 333-1766, 33-89824 and 33-43238).
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INCORPORATION BY REFERENCE
The contents of the Registration Statements on Forms S-8 (Nos.
333-26105, 333-1766, 33-89824 and 33-43238) 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 7,500,000 to 9,500,000. The
amendment to the 1990 Plan to increase the number of shares of Common Stock
issuable thereunder from 7,500,000 to 9,500,000 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 5, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
5.1 Opinion of Schwartz & Associates
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Schwartz & Associates (included in Exhibit 5.1)
24.1 Power of Attorney (included on the Signature Page)
</TABLE>
-1-
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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 Los Angeles, state of California, on this 19th day of
May, 1998.
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 hereby constitutes and appoints Curtis A. Hessler and Frank R. Greico, or
either of them, his attorneys-in-fact and agents, each with full power of
substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all 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 each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorneys-in-fact and agents, or his substitute or substitutes, may
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Curtis A. Hessler
________________________ President, Chief Executive Officer May 19, 1998
Curtis A. Hessler and Director (Principal Executive
Officer)
/s/ Frank R. Greico
_________________________ Senior Vice President and Chief May 19, 1998
Frank R. Greico Financial Officer (Principal Financial
and Accounting Officer)
/s/ Frank W. T. LaHaye
_________________________ Director May 19, 1998
Frank W. T. LaHaye
/s/ Howard L. Morgan
_________________________ Director May 19, 1998
Howard L. Morgan
/s/ King R. Lee
_________________________ Director May 19, 1998
King R. Lee
/s/ William H. Lane III
_________________________ Director May 19, 1998
William H. Lane III
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
<S> <C> <C>
5.1 Opinion of Schwartz & Associates.......................................
23.1 Consent of KPMG Peat Marwick LLP.......................................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
May 19, 1998
Quarterdeck Corporation
13160 Mindanao Way
Marina del Rey, California 90292
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as securities counsel for Quarterdeck Corporation,
a Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, in connection with the registration of
2,000,000 shares of the Company's Common Stock, par value $.001 (the "Shares")
issuable by the Company pursuant to its Amended and Restated 1990 Stock Plan
(the "Plan").
In connection with the preparation of the Registration Statement
and the proposed issuance and sale of the Shares in accordance with the Plan and
the Form S-8 prospectus to be delivered to participants in the Plan, we have
made certain legal and factual examinations and inquiries and examined, among
other things, such documents, records, instruments, agreements, certificates and
matters as we have considered appropriate and necessary for the rendering of
this opinion. We have assumed for the purpose of this opinion the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this opinion, we
have, when relevant facts were not independently established, relied, to the
extent deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
We have assumed for purposes of this opinion that the Company
will not grant
<PAGE> 2
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. Although we are not admitted to
practice in the State of Delaware, we are generally familiar with the Delaware
General Corporation Law.
Based on the foregoing and in reliance thereon, it is our opinion
that the Shares have been duly authorized and when the Shares are issued and
sold in accordance with the Plan and any agreements pursuant to which such
Shares are issued, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of our opinion as Exhibit 5.1
to the Registration Statement and further consent to the reference to this firm
in the Registration Statement. This opinion is rendered solely for your benefit
in accordance with the subject transaction and is not to be otherwise used,
circulated, quoted or referred to without our prior written consent.
Very truly yours,
/s/ Schwartz & Associates
SCHWARTZ & ASSOCIATES
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Quarterdeck Corporation of our report dated November 7, 1997, except
for the first paragraph of note 13, which is as of December 19, 1997, with
respect to the consolidated balance sheets of Quarterdeck Corporation as of
September 30, 1997 and 1996 and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended September 30, 1997, and the related schedule, which
report appears in the September 30, 1997 annual report on Form 10-K of
Quarterdeck Corporation.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
May 8, 1998
