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 Incentive 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
Calculation of Registration Fee
<TABLE>
<CAPTION>
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 54,000 Shares $2.06 (3) $111,240 (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 Incentive 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 Incentive 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 54,000 shares of Common Stock (the "Shares") to be issued
upon exercise of 54,000 Common Stock Options ("Options") of the
Company pursuant to the Company's 1982 Incentive 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
