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)
1997 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.
Law Offices of Norman R. Cohen
9100 Wilshire Boulevard, Ste. 601-E
Beverly Hills, CA 90212
Calculation of Registration Fee
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<CAPTION>
<S> <C> <C> <C> <C>
Title of Proposed Proposed Amount of
Securities maximum maximum Registra-
to be Amount to be offering price aggregate tion
registered registered per unit(1) offering price Fee
Common Stock, 800,000 shares $ 1.00 (3) $ 800,000.00 (3) $ 222.00
no par value (2)
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(1) Estimated solely for the purpose of calculating the amount of
the registration fee.
(2) 500,000 shares of Common Stock are issuable upon exercise of
Incentive Stock Options and 300,000 shares of Common Stock are
issuable upon exercise of Non-Qualified Stock Options, granted
under registrant's 1997 Stock Option Plan.
(3) Pursuant to Rule 457(h)(l) 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 January 29, 1999.
INCORPORATION OF DOCUMENTS BY REFERENCE
Creative Computer Applications, Inc. ("Company") (i) Form 10-
KSB Annual Report for fiscal year-ended August 31, 1998 (ii); Form 10-
QSB Current Report dated January 13, 1999, 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 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
5. Opinion of Law Offices of Norman R. Cohen
10(1) 1997 Stock Option Plan
23.1 Consent of Law Offices of Norman R. Cohen (included
in Exhibit 5)
23.2 Consent of BDO Seidman, LLP
__________________________________________________________________
(1) Previously filed as Appendix A to Registrant's definitive
proxy statement dated March 24, 1997 filed in connection with
Registrant's 1997 Annual Meeting, on or about December 23,
1997 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 February 1, 1999.
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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<CAPTION>
<S> <C>
/S/ Bruce M. Miller Date: February 1, 1999
Bruce M. Miller
Chairman of the Board
/S/ Steven M. Besbeck Date: February 1, 1999
Steven M. Besbeck
President, Chief Financial
Officer, and Director
/S/ James R. Helms Date: February 1, 1999
James R. Helms
Vice President, Operations,
Secretary and Director
/S/ Lawrence S. Schmid Date: February 1, 1999
Lawrence S. Schmid
Director
/S/ Robert S. Fogerson, Jr. Date: February 1, 1999
Robert S. Fogerson, Jr.
Director
/S/ Carol Bessel Date: February 1, 1999
Carol Bessel
Controller, Principal
Accounting Officer
/S/ John R. Murray Date: February 1, 1999
John R. Murray
Vice President, Sales
and Business Development
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Exhibit 5
Law Offices of Norman R. Cohen
9100 Wilshire Boulevard
Suite 601, East Tower
Beverly Hills, California 90212-9340
Telephone (310) 385-9340
Fax (310) 385-9360
February 1, 1999
Creative Computer Applications, Inc.
26115-A Mureau Road
Calabasas, CA 91302
Re: Creative Computer Applications, Inc. ("Company")
Gentlemen:
I 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 500,000 shares
of Common Stock to be issued upon exercise of 500,000 Incentive Common
Stock Options and 300,000 shares of Common Stock to be issued upon
exercise of 300,000 Non-Qualified Common Stock Options, pursuant to the
Company's 1997 Stock Option Plan.
I 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 I have deemed
relevant and necessary as the basis for the opinions set forth below.
In such examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as
certified or photostatic copies, and the authenticity of the originals
of such copies.
Based upon my examination mentioned above, subject to the assumptions
stated herein and relying on statements of facts contained in the
documents that I have examined, I am 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 non-assessable.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Law Offices of Norman R. Cohen
/S/ Norman R. Cohen
Norman R. Cohen
NRC:ssr
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.
Calabasas, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our
report dated October 23, 1998, relating to the consolidated financial
statements of Creative Computer Applications, Inc., appearing in the
Company's Annual Report on Form 10-KSB for the year ended August 31,
1998.
/S/ BDO Seidman, LLP
BDO Siedman, LLP
Los Angeles, California
February 1, 1999
