As filed with the Securities and Exchange Commission on February 10, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAVOIR TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2414428
- ---------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
254 E. Hacienda Avenue
Campbell, California 95008
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(Address of Principal (Zip Code)
Executive Offices)
SAVOIR TECHNOLOGY GROUP, INC. 1994 EMPLOYEE STOCK OPTION PLAN
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(Full title of the plan)
Copy to:
DENNIS POLK JORGE DEL CALVO, ESQ.
Chief Financial Officer Pillsbury Madison & Sutro LLP
Savoir Technology Group, Inc. 2550 Hanover Street
254 E. Hacienda Avenue Palo Alto, CA 94304
Campbell, California 95008 (650) 233-4500
(408) 983-5950
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(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(2) Fee
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Common Stock, 825,000 shares $7.20 $5,940,000 $1,425.60
$.01 par value
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(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of the average of the high and low prices
as reported on the Nasdaq National Market on February 7, 2000.
-----------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
General Instruction E Information
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This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities and
Exchange Commission on July 3, 1997 (File No. 333-30825) and August 14, 1996
(File No. 333-08989) are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------ -----------------------------------------------
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, are hereby incorporated by
reference in this Registration Statement:
(i) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(ii) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, June 30 and September 30, 1999; and
(iii) The information with regard to the Registrant's capital
stock contained in the Registrant's Registration Statement on Form S-2
(333-47965), filed with the Commission, including any amendments and
reports filed for the purpose of updating such descriptions.
In addition, all documents subsequently filed by the Registrant 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 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
documents.
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<PAGE>
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 Campbell, State of California, on February 9,
2000.
SAVOIR TECHNOLOGY GROUP, INC.
By /S/ P. SCOTT MUNRO
--------------------------------------------
P. Scott Munro
President, Chief Executive Officer,
Secretary and Director
By /S/ DENNIS J. POLK
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Dennis J. Polk
Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints P. Scott Munro and Dennis J. Polk, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each 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 date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ P. SCOTT MUNRO President, Chief Executive Officer, February 9, 2000
- --------------------------- Secretary and Director (Principal
P. Scott Munro Executive Officer)
/S/ DENNIS J. POLK Chief Financial Officer (Principal February 9, 2000
- --------------------------- Financial and Accounting Officer)
Dennis J. Polk
/S/ ANGELO GUADAGNO Director February 9, 2000
- ---------------------------
Angelo Guadagno
- --------------------------- Director February 9, 2000
Guy M. Lammle
/S/ CARLTON J. MERTENS, II Director February 9, 2000
- ---------------------------
Carlton Joseph Mertens, II
/S/ K. WILLIAM SICKLER Director February 9, 2000
- ---------------------------
K. William Sickler
- --------------------------- Director February 9, 2000
J. Larry Smart
- --------------------------- Director February 9, 2000
Michael N. Gunnels
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Independent Accountants.
23.2 Consent of Pillsbury Madison & Sutro LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
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EXHIBIT 5.1
Law Offices of
PILLSBURY MADISON & SUTRO LLP
2550 Hanover Street
Palo Alto, CA 94304
Telephone (650) 233-4500
Telecopier (650) 233-4545
February 9, 2000
Savoir Technology Group, Inc.
254 E. Hacienda Avenue
Campbell, CA 95008
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Savoir Technology Group, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
875,000 shares of the Company's common stock, $.01 par value (the "Common
Stock"), issuable pursuant to the Company's 1994 Employee Stock Option Plan, as
amended, it is our opinion that the Common Stock, when issued and sold in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 27, 1999,
relating to the financial statements and financial statement schedule which
appear in Savoir Technology Group, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998.
PricewaterhouseCoopers LLP
San Jose, CA
February 7, 2000
