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)
1982 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
A Professional Corporation
12301 Wilshire Blvd., Suite 550
Los Angeles, CA 90025
<TABLE>
<CAPTION>
Calculation of Registration Fee
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
<S> <C> <C> <C> <C>
Common Stock 31,000 Shares $2.06 (3) $63,860 (3) $100.00
no par value (2)
</TABLE>
(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 1982 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 March 20, 1996.
INCORPORATION OF DOCUMENTS BY REFERENCE
Creative Computer Applications, Inc. ("Company") (i)
Form 10-KSB Annual Report for fiscal year-ended
August 31, 1995 (ii); Form 10-QSB Current Report
dated January 11, 1996, in each case 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 benefitted 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
5. Opinion of Cohan & Cohen
10(1) 1982 Non-Qualified Stock Option Plan, as
amended.
23.1 Consent of Cohan & Cohen (included in Exhibit
5)
23.2 Consent of BDO Seidman
______________________________________________________________
___
_
(1) Previously filed with Registrant's preliminary
proxy material filed in connection with Registrant's
1990 Annual Meeting under cover of a letter dated February 12,
1990, 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 March 20, 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.
/S/ Bruce M. Miller Date: March 20, 1996
Bruce M. Miller
Chairman of the Board
/S/ Steven M. Besbeck Date: March 20, 1996
Steven M. Besbeck
President, Chief Financial and
Accounting Officer, and Director
/S/ James R. Helms Date: March 20, 1996
James R. Helms
Vice President, Operations,
Secretary and Director
/S/ Lawrence S. Schmid Date: March 20, 1996
Lawrence S. Schmid
Director
/S/ Robert S. Fogerson, Jr. Date: March 20, 1996
Robert S. Fogerson, Jr.
Director
EXHIBIT 5
Cohan & Cohen
A Professional Corporation
12301 Wilshire Boulevard, Suite 550
Los Angeles, California 90025-1007
Telecopier (310) 207-6184
Telephone (310) 820-3400
March 20, 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 31,000 shares of Common Stock (the "Shares")
to be issued upon exercise of 31,000 Common Stock Options
("Options") of the Company pursuant to the Company's 1982 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
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
24, 1995, 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, 1995.
/S/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Los Angeles, California
March 20, 1996
