As filed with the Securities and Exchange Commission
on September 19, 1995
Registration No. 33-78984
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
TEKNOWLEDGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2760916
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1810 Embarcadero Road
Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
TEKNOWLEDGE CORPORATION
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Dennis A. Bugbee
Director of Finance, Treasurer & Secretary
Teknowledge Corporation
1810 Embarcadero Road
Palo Alto, California 94303
(Name and address of agent for service)
(415) 424-0500
(Telephone number, including area code, of agent for service)
POST-EFFECTIVE AMENDMENT NO. 1
This Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-8 (File No. 33-78984) is being
filed to reflect recent amendments to the Teknowledge Corporation
Stock Option Plan for Non-Employee Directors (the "Plan"). Since
the time of the original filing of the Registration Statement,
the Registrant has changed its name from "Cimflex Teknowledge
Corporation" to "Teknowledge Corporation," and the name of the
Plan has been changed accordingly.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
EXHIBIT NO. AND DESCRIPTION
___________________________
4.1 Amended and Restated Certificate of Incorporation of
Teknowledge Corporation (incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 1994).
4.2 Amended and Restated By-Laws of Teknowledge Corporation
(formerly "Cimflex Teknowledge Corporation")
(incorporated by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1994).
4.3 Teknowledge Corporation Stock Option Plan for Non-
Employee Directors, as amended.
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the
legality of the shares being registered (previously
filed).
23.1 Consent of Ernst & Young LLP, independent auditors
(previously filed).
23.2 Consent of Kirkpatrick & Lockhart LLP (included in
opinion previously filed as Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto,
State of California, on this 31st day of August, 1995.
TEKNOWLEDGE CORPORATION
By: /s/ Frederick Hayes-Roth
____________________________
Frederick Hayes-Roth
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
__________ ________ ____
/s/ Frederick Hayes-Roth Chairman of the August 31,
_________________________ Board of Directors 1995
and Chief Executive
Frederick Hayes-Roth Officer (Principal
Executive Officer)
* President, Chief August 31,
_________________________ Operating Officer 1995
and Director
Neil A. Jacobstein
/s/ Dennis A. Bugbee Director of August 31,
_________________________ Finance, Treasurer 1995
and Secretary
Dennis A. Bugbee (Principal
Financial and
Accounting Officer)
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* Director August 31,
_________________________ 1995
General Robert T. Marsh
* Director August 31,
_________________________ 1995
William G. Roth
* Director August 31,
_________________________ 1995
James C. Workman
*By /s/ Dennis A. Bugbee
_____________________
Dennis A. Bugbee,
Attorney-in-fact, pursuant
to power of attorney
previously filed as part
of this Registration
Statement
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. AND DESCRIPTION PAGE NO.
___________________________ __________
4.1 Amended and Restated --
Certificate of Incorporation of
Teknowledge Corporation
(incorporated by reference to
Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-QSB
for the quarter ended June 30,
1994).
4.2 Amended and Restated By-Laws of --
Teknowledge Corporation
(formerly "Cimflex Teknowledge
Corporation") (incorporated by
reference to Exhibit 3.2 to the
Registrant's Quarterly Report
on Form 10-QSB for the quarter
ended June 30, 1994).
4.3 Teknowledge Corporation Stock 7
Option Plan for Non-Employee
Directors, as amended.
5.1 Opinion of Kirkpatrick & --
Lockhart LLP as to the legality
of the shares being registered
(previously filed).
23.1 Consent of Ernst & Young LLP, --
independent auditors
(previously filed).
23.2 Consent of Kirkpatrick & --
Lockhart LLP (included in
opinion previously filed as
Exhibit 5.1).
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EXHIBIT 4.3
TEKNOWLEDGE CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Amended May 24, 1995
I. Purpose
The purpose of this Stock Option Plan for Non-Employee
Directors (the "Plan") is to promote the interests of Teknowledge
Corporation (the "Company") and its stockholders by attracting
and retaining highly qualified independent directors through an
investment interest in the Corporation's future success.
II. Administration
The Plan shall be administered by a Committee of one or more
persons appointed by the Board of Directors of the Company (the
"Committee"), which shall have the power to construe the Plan, to
determine all questions arising thereunder, to adopt and amend
such rules and regulations for the administration of the Plan as
it may deem desirable, and to otherwise carry out the terms of
the Plan. The interpretation and construction by the Committee
of any provisions of the Plan or of any option granted under it
shall be final.
Notwithstanding the foregoing, the Committee shall have no
authority or discretion as to the persons eligible to receive
options under the Plan, or the number of shares covered by
options under the Plan, which matters are specifically governed
by provisions of the Plan.
III. Eligibility
Each person who is a director of the Company as of the
effective date of the Plan (or, if first elected or appointed as
a director thereafter, as of the effective date of such election
or appointment), and who is not, as of such date, otherwise a
full-time employee of the Company (or any subsidiary of the
Company) and has not been a full-time employee of the Company (or
any subsidiary of the Company) for all or any part of the
preceding fiscal year (an "Eligible Director") shall be granted,
as of the date such director becomes an Eligible Director, an
initial option to purchase shares of the Common Stock of the
Company ("Common Stock"), par value $.01 per share, under the
Plan, as described in Article V.
Subsequent to the grant of the initial option, an Eligible
Director shall be eligible to receive any future grants of
options under the Plan as described in Section 1 of Article V,
whether or not such director exercises such initial options.
IV. Shares of Common Stock Subject to the Plan
The shares that may be issued under the Plan shall be
authorized and unissued shares or treasury shares of Common
Stock. The aggregate number of shares which may be issued under
the Plan shall not exceed 250,000 shares of Common Stock, subject
to adjustments as set forth in Article VI.
V. Stock Options
1. Grant of Stock Options. Grants of stock options shall
be made under the Plan in accordance with all the items and
conditions contained herein. Each option granted under the Plan
shall be evidenced by an option agreement duly executed on behalf
of the Company and by the Eligible Director to whom the option is
granted, which option agreements may but need not be identical,
and shall comply with and be subject to the terms and conditions
of the Plan.
Each Eligible Director shall automatically, as of the
date such director becomes an Eligible Director, be granted an
option under this Plan to acquire 10,000 shares of Common Stock.
Each subsequent year an Eligible Director is re-elected as a
director of the Company, the Eligible Director, as of the date of
the effective date of such re-election, shall be granted an
additional option under this Plan to acquire 5,000 shares of
Common Stock.
Effective beginning with the 1995 Annual Meeting, the
immediately preceding paragraph shall be null and void, and this
paragraph shall apply. Each Eligible Director (including both
new directors and directors who were previously appointed to fill
a vacancy on the Board), shall automatically, as of the Annual
Meeting date on which such director is first elected as an
Eligible Director (referred to herein as the director's "Initial
Election Meeting"), be granted an option under this Plan to
acquire 15,000 shares of Common Stock. On the date of each
Annual Meeting after an Eligible Director's Initial Election
Meeting, each continuing Eligible Director (including Eligible
Directors elected prior to the 1995 Annual Meeting) shall be
granted an additional option under this Plan to acquire 15,000
shares of Common Stock. Each director who is appointed to fill a
vacancy on the Board (an "Appointed Director") shall
automatically, as of the date on which such Appointed Director's
Board service commences, be granted an option under this Plan to
acquire 15,000 shares of Common Stock. On each anniversary of
such commencement date that occurs before the Appointed
Director's Initial Election Meeting, such Appointed Director
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shall be granted an additional option under this Plan to acquire
15,000 shares of Common Stock.
2. Term of Options and Effect of Termination.
Notwithstanding any other provisions of the Plan, no option
granted under the Plan shall be exercisable after the expiration
of ten years from the date of grant of such option. In the event
that any outstanding option under the Plan expires by reason of
lapse of time or is otherwise terminated without exercise for any
reason, then the shares of Common Stock subject to any such
option which have not been issued pursuant to the exercise of the
option shall again become available in the pool of shares of
Common Stock for which options under the Plan may be granted.
3. Terms and Conditions of Options. Options granted
pursuant to the Plan shall be subject to the terms and conditions
set forth in the applicable option agreements, which terms and
conditions shall not be inconsistent with the following:
(a) Each option agreement shall state the number
of shares to which the Option evidenced thereby
pertains.
(b) Each option agreement shall state the option
price per share of the Options evidenced thereby, which
shall be equal to 100% of the fair market value (as
determined under Section 6 of Article VIII of the Plan)
of a share of the Common Stock on the date the option
is granted.
(c) The exercise price shall be payable upon the
exercise of an option in the legal tender of the United
States, or, at the election of the optionee, by
surrender to the Company of previously owned shares of
Common Stock with an aggregate fair market value (on
the date of the exercise) equal to the option price to
be paid. Only shares which the optionee has held for
at least six months prior to the date of the exercise
may be surrendered to the Company in payment of the
exercise price. Upon receipt of payment, the Company
shall deliver to the optionee a certificate or
certificates for the shares of Common Stock to which
the option pertains.
To the extent that an option has become
exercisable, it may, subject to the restrictions and
limitations set forth in this Plan and in the option
agreement, be exercised in whole or in part. If
exercised in part, the unexercised portion of an option
shall continue to be held by the optionee and may
thereafter be exercised as herein provided.
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(d) The options granted to an Eligible Director
under the Plan shall become exercisable one year from
the date of grant of such options.
(e) In the event that an optionee shall cease to
be a director of the Company for any reason, his or her
option shall be exercisable only to the extent it was
exercisable at the date he or she ceased to be a
director and only until the earlier of (i) 90 days
after such date, or (ii) the scheduled expiration date
of such option, and shall then terminate.
(f) In the event of the death of an optionee
while such optionee is a director of the Company or
within the 90 days period after termination of such
status during which the director is permitted to
exercise an option, such option may be exercised, to
the extent the option was exercisable at the date of
the death and within the period set forth in Clause (e)
above, by any person or persons designated by the
optionee as the executors or administrators of the
optionee's estate or by any person or persons who shall
have acquired the option directly from the optionee by
his or her will or the applicable law of descent and
distribution.
4. Non-Statutory Stock Options. All options granted under
the Plan shall be non-statutory options not entitled to special
tax treatment under Section 422 of the Internal Revenue Code of
1986, as amended.
5. Nonassignability. No option shall be assignable or
transferable by the optionee except by will or by the laws of
descent and distribution. During the lifetime of the optionee,
the option shall be exercisable only by the optionee, and no
other person shall acquire any rights therein.
VI. Recapitalizations and Reorganizations
In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the
corporate structure of shares of the Company, appropriate and
equitable adjustments shall be made in the number and kind of
shares authorized by this Plan, and in the number and kind of
shares covered by, and in the exercise price of, outstanding
options under this Plan.
If the Company shall be the surviving corporation in any
merger or consolidation, each outstanding option shall pertain to
and apply to the securities to which a holder of the number of
shares of Common Stock issuable upon exercise of that option
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would have been entitled to receive in such merger or
consolidation. A dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving
corporation, shall cause each outstanding option to terminate,
unless the agreement of merger or consolidation shall otherwise
provide; provided that, in the event such dissolution,
liquidation, merger or consolidation will cause outstanding
options to terminate, each optionee shall have the right
immediately prior to such dissolution, liquidation, merger or
consolidation to exercise his or her option in whole or in part
without regard to any limitations of the exercisability of such
option other than (i) the expiration date of the option and (ii)
the limitation set forth in Section 3(d) of Article V.
To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by
the Committee, whose determination in that respect shall be
final, binding and conclusive.
The grant of an option pursuant to the Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or
assets.
VII. Tax Withholding
The Company shall have the right to require an optionee to
remit to the Company an amount sufficient to satisfy any
applicable federal, state and local withholding tax requirements
prior to the delivery of any shares of Common Stock acquired by
the exercise of options granted under the Plan. Such amount
shall be payable in the legal tender of the United States, or, at
the election of the optionee, by surrender to the Company of
previously owned shares of Common Stock with an aggregate fair
market value (on the date of the surrender) equal to the amount
to be withheld. Only the shares of Common Stock which the
optionee has held for at least six months prior to the date of
surrender may be surrendered in satisfaction of the Corporation's
tax withholding obligations.
VIII. Miscellaneous Provisions
1. Amendment. The Board of Directors may by resolution
suspend, discontinue, amend or revise the Plan, except that any
such amendment or revision shall not be adopted until the
stockholders shall have approved such amendment (i) if such
amendment or revision would increase the number of shares which
may be awarded under the Plan, materially increase the benefits
accruing to participants in the Plan, or modify the requirements
for eligibility for participation in the Plan, or (ii) if such
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approval is required for continued applicability of Rule 16b-3 of
the Securities and Exchange Commission. The Board may not alter
or impair any options previously granted under the Plan without
the consent of the holders thereof, except in accordance with the
provisions of Article VI. Amendments revising the price, date of
the exercisability, option period or amount of shares subject to
an option shall not be made more frequently than once in any six
month period unless necessary to comply with the Internal Revenue
Code of 1986, as amended, or the Employee Retirement Income
Security Act of 1974, as amended.
2. Term of the Plan. No options may be granted under the
Plan on or after April 22, 2002, the tenth anniversary of the
effective date of the Plan, and the Plan shall terminate on such
date. Notwithstanding the foregoing, each option granted under
the Plan shall remain in effect until such option has been
exercised or terminated in accordance with its terms and the
terms of the Plan.
3. Rights as a Stockholder. An optionee or a transferee
of an option shall not have any rights as a stockholder with
respect to any shares issuable upon exercise of an option until
the date of the receipt of payment (including any payment which
may be required by the Company pursuant to Article VII) by the
Company. No adjustments shall be made as to any option for
dividends (ordinary or extraordinary, whether in cash, securities
or other property) or distributions or other rights for which the
record date is prior to such date, except as provided in Article
VI.
4. Purchase for Investment. Unless the shares of Common
Stock to be issued upon exercise of any option granted under this
Plan have been effectively registered under the Securities Act of
1933 as now in force or hereafter amended, the Company shall be
under no obligation to issue any shares of Common Stock covered
by any such option unless the person who exercises such option
shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel to the
Company and upon which, in the opinion of such counsel, the
Company may reasonably rely, that the optionee is acquiring the
shares of Common Stock to be issued to him pursuant to such
exercise of the option for his own account as an investment and
not with a view to, or for sale in connection with, the
distribution of any such shares of Common Stock, and that he will
make no transfer of the same except in compliance with any rules
and regulations in force at the time of such transfer under the
Securities Act of 1933, or any other applicable law, and that if
shares of Common Stock are issued without such registration, a
legend to this effect may be endorsed upon the securities so
issued.
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5. Other Provisions in Option Agreement. The option
agreements authorized under the Plan shall contain such other
provisions, including without limitation, restrictions upon the
exercise of the option or restrictions required by any applicable
securities laws, as the Committee shall deem advisable.
6. Definition of "Fair Market Value." For purposes of
this Plan, the term "fair market value," when used in reference
to the purchase of shares of Common Stock pursuant to the
exercise of an option shall mean the fair market value of Common
Stock as determined by the Committee, provided that such fair
market value shall be determined by reference to the most recent
closing price quotations, or, if none, the average of the bid and
asked prices, as reported as of the most recent available date
with respect to the sale of Common Stock on any stock exchange on
which the Common Stock is then listed or any quotation system
approved by the National Association of Securities Dealers then
reporting sales of Common Stock.
7. Restrictions. If the Company shall determine, in its
discretion, that the shares subject to any option granted under
the Plan must be registered or qualified under any applicable
state or federal securities law before they may be offered or
sold to the optionee, or that the consent or approval of any
government regulatory body is necessary or desirable in
connection with the issuance of such shares, such option may not
be exercised by the optionee unless the shares have been so
registered, qualified, or listed, or until such consent or
approval shall have been obtained, free of any conditions not
acceptable to the Company. The Company shall use reasonable
efforts to qualify the shares, obtain the benefit of any
applicable exemption from such qualification, or to obtain any
such consent or approval, provided that no participant shall have
any right to require the Company to undertake any registration or
other action which the Company determines, in its sole
discretion, to be unduly burdensome.
8. Effective Date of the Plan. The effective date of this
Plan shall be April 22, 1992, the date on which the Plan was
adopted by the Board of Directors. The adoption of the Plan
shall be subject to subsequent approval by the stockholders of
the Company at the 1993 Annual Meeting of the Company's
stockholders unless such approval is not as of the time of such
Annual Meeting required by either (i) any rules or regulations
promulgated by the Securities and Exchange Commission under
Section 16(b) of the Securities and Exchange Act of 1934, as
amended, or (ii) any requirements imposed by NASDAQ on issuers
whose securities are quoted on the National Market System.
Notwithstanding the foregoing, if the Plan shall have been
approved by the Board of Directors prior to such annual meeting,
options shall be granted to persons becoming Eligible Directors
prior to the date of such Annual Meeting in accordance with
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Article V, subject to such subsequent stockholder approval but
such options shall not become exercisable until such approval is
obtained or it is determined that such approval is not required.
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