SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CREATIVE COMPUTER APPLICATIONS, INC.
(Exact name of registrant as specified in it charter)
CALIFORNIA 95-3353465
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26115-A Mureau Rd., Calabasas, CA 91302
(Address of Principal Executive Offices) (Zip Code)
1992 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Steven M. Besbeck, 26115-A Mureau Rd., Calabasas, CA 91302
(Name and address of agent for service)
(818) 880-6700
(Telephone number, including area code, of agent for service)
With a copy to: Norman R. Cohen, Esq.
Cohan, Cohen & Flame
A Professional Corporation
12301 Wilshire Blvd., Suite 550
Los Angeles, CA 90025
Calculation of Registration Fee
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Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per unit (1) offering price fee
Common Stock 200,000 Shares $2.00 (3) $400,000 (3) $137.94
no par value (2)
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(1) Estimated solely for the purpose of calculating the amount of
the registration fee.
(2) The shares of Common Stock are issuable upon exercise of
Options granted under registrant's 1992 Non-Qualified Stock
Option Plan.
(3) Pursuant to Rule 457(h)(i) and (c) of the General Rules and
Regulations under the Securities Act of 1933, as amended, the
proposed maximum offering price per share is based upon the
average of the high and low prices reported on the American
Stock Exchange as of December 18, 1996.
INCORPORATION OF DOCUMENTS BY REFERENCE
Creative Computer Applications, Inc. ("Company") (i) Form 10-
KSB Annual Report for fiscal year-ended August 31, 1996 as filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, and the description of the Company's Common Stock contained in
Registration Statement on Form S-3, dated February 22, 1995 (No. 33-
89278), are hereby incorporated by reference in this registration
statement and shall be deemed to be a part hereof.
All documents filed subsequently to the date hereof by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration
statement and to be part thereof from the date of filing of such
documents.
LIMITATION OF LIABILITY OF DIRECTORS AND
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The California General Corporations Law provides that
California corporations may include provisions in their articles of
incorporation relieving directors of monetary liability for breach of
their fiduciary duties as directors, except for the liability of a
director resulting from (i) acts or omissions involving intentional
misconduct or a knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best
interests of the corporation or its shareholders or that involve the
absence of good faith on the part of the director, (iii) any
transaction from which the director derives an improper personal
benefit, (iv) acts or omissions showing reckless disregard for the
director's duty to the corporation or its shareholders in
circumstances in which the director was aware, or should have been
aware, in the ordinary course of performing a director's duties, of a
risk of serious injury to the corporation or its shareholders, (v)
acts or omissions constituting an unexcused pattern of inattention
that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) transactions between
corporations and directors which have not been approved or ratified in
good faith by disinterested directors or shareholders or which are not
proved to be just and reasonable as to the corporation, and (vii)
approving distributions to shareholders or loans to directors or
officers contrary to California law. The Company's Articles of
Incorporation provide that the Company's directors are not liable to
the Company or its shareholders for monetary damages for breach of
their fiduciary duties to the fullest extent permitted by California
law.
The inclusion of the above provision in the Articles of
Incorporation may have the effect of reducing the likelihood of
shareholder derivative suits against directors and may discourage or
deter shareholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited the Company and
its shareholders. At present, there is no litigation or proceeding
pending involving a director of the Company as to which
indemnification is being sought, nor is the Company aware of any
threatened litigation that may result in claims for indemnification by
any director.
EXHIBITS
Exhibit No. Description
4.1 (1) Restated Articles of Incorporation as amended.
4.2 (2) Certificate of Amendment to Articles of
Incorporation.
4.3 (3) Bylaws, as amended.
4.4 (4) 1992 Non-Qualified Stock Option Plan, as amended.
5. Opinion of Cohan, Cohen & Flame
23.1 Consent of Cohan, Cohen & Flame (included in Exhibit
5)
23.2 Consent of BDO Seidman
(1) Previously filed as an Exhibit to the Company's Registration
Statement on Form S-18 dated September 22, 1983, SEC File No.
2-85265 and incorporated by reference herein.
(2) Previously filed as an Exhibit to the Company's Form 10Q for
the quarter end May 31, 1991 (dated July 6,1991) SEC File
No. 0-12251 and incorporated by reference herein.
(3) Previously filed as an Exhibit to the Company's Registration
Statement on Form S-1 dated October 1, 1985, SEC File No. 2-
99878 and incorporated by reference herein.
(4) Previously filed as Appendix B to the Company's definitive
proxy statement dated April 10, 1992 filed on or about April
11, 1993, SEC File No. 0-12251 and incorporated by reference
herein.
UNDERTAKINGS
The Company hereby undertakes: (i) to file, during any period
in which it offers or sells securities, a post-effective amendment to
this registration statement to include any additional or changed
material information on the plan of distribution; (ii) that, for the
purpose of determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that
time to be the initial bona fide offering; and, (iii) to file a post-
effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 December 18, 1996.
CREATIVE COMPUTER APPLICATIONS, INC.
By: /S/ Steven M. Besbeck
Steven M. Besbeck, President
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 date indicated.
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/S/ Bruce M. Miller Date: December 18, 1996
Bruce M. Miller
Chairman of the Board
/S/ Steven M. Besbeck Date: December 18, 1996
Steven M. Besbeck
President, Chief Executive Officer,
Chief Financial and Director
/S/ James R. Helms Date: December 18, 1996
James R. Helms
Vice President, Operations,
Secretary and Director
/S/ Lawrence S. Schmid Date: December 18, 1996
Lawrence S. Schmid
Director
/S/ Robert S. Fogerson, Jr. Date: December 18, 1996
Robert S. Fogerson, Jr.
Director
/S/ John R. Murray Date: December 18, 1996
John R. Murray
Vice President Sales and
Business Development
/S/ Carol Bessel Date: December 18, 1996
Carol Bessel
Controller, Principal
Accounting Officer
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EXHIBIT 5
Cohan, Cohen & Flame
A Professional Corporation
12301 Wilshire Boulevard, Suite 550
Los Angeles, California 90025-1007
Telecopier (310) 207-6184
Telephone (310) 820-3400
December 18, 1996
Creative Computer Applications, Inc.
26115-A Mureau Road
Calabasas, CA 91302
Re: Creative Computer Applications, Inc. ("Company")
Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), filed by the Company with the
Securities and Exchange Commission. The Registration Statement
covers 200,000 shares of Common Stock (the "Shares") to be issued
upon exercise of 200,000 Common Stock Options ("Options") of the
Company pursuant to the Company's 1992 Non-Qualified Stock Option
Plan.
We have examined the originals, or photostatic or certified
copies, of such records of the Company, certificates of officers of
the Company and of public officials and such other documents as we
have deemed relevant and necessary as the basis for the opinions set
forth below. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies.
Based upon our examination mentioned above, subject to the
assumptions stated herein and relying on statements of facts
contained in the documents that we have examined, we are of the
opinion that the issuance of the Shares has been duly authorized and
that, when issued and paid for will have been validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the incorporation by reference to
the reference to our firm appearing under the caption "Legal
Opinions" in the prospectus that forms a part of a Registration
Statement on Form S-3 filed by the Company and declared effective on
February 22, 1995 (Registration No. 33-89278).
Very truly yours,
COHAN, COHEN & FLAME
A Professional Corporation
/S/ Norman R. Cohen
Norman R. Cohen
NRC:nm
BDO Seidman, LLP
Accountants and Consultants
1900 Avenue of the Stars, 11th Floor
Los Angeles, California 90067
Telephone (310) 557-0300
Fax (310) 557-1777
23.2 Consent of Independent Certified Public Accountants
Creative Computer Applications, Inc.
We hereby consent to the incorporation by reference in this
Registration Statement of our report dated October 18, 1996,
relating to the audit of the financial statements of Creative
Computer Applications, Inc. appearing in the Company's Annual Report
on Form 10-KSB for the fiscal year ended August 31, 1996.
/S/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Los Angeles, California
December 16, 1996
