<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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EMPLOYEE/CONSULTANT COMPENSATION OPTION AGREEMENTS
(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 $.001 100,000 $2.50 $250,000(1) $74
- --------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h), based on the price at which the options may be
exercised.
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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, 1997;
(b) The Current Reports on Form 8-K dated October 3, 1997,
October 7, 1997, March 9, 1998 and April 2, 1998;
(c) The Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997; 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 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.
Not applicable.
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 advance 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 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
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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.
<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>
ITEM 9. UNDERTAKINGS.
(a) 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
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
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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 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> 7
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 100,000 shares of the Company's Common Stock, par value $.001
(the "Shares") issuable by the Company pursuant to its employee and consultant
compensation option agreements (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, 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 any award under the Plan pursuant to which Shares could
be issued for consideration that is not
<PAGE> 2
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
