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Filed with the Securities and Exchange Commission on November 20, 1998
Registration No._________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEKNOWLEDGE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 94-2760916
- ------------------------------------- ----------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1810 Embarcadero Road
Palo Alto, CA 94303
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(Address of principal executive offices) (Zip code)
Teknowledge Corporation
1998 Stock Option Plan and
Stock Option Plan for Non-Employee Directors
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(Full title of the plan)
Dennis A. Bugbee
Director of Finance, Treasurer and Secretary
Teknowledge Corporation
1810 Embarcadero Road
Palo Alto, CA 94303
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (650) 424-0500.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
Securities to be Amount to be offering price aggregate Amount of
registered(1) registered(2) per share(3) offering price(3) registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 Stock Option Plan
Common Stock 7,698,178 $0.625 $4,811,361.25 $1,337.56
Par Value $0.01 35,000 $1.6343 $57,200.50 $15.90
Stock Option Plan for
Non-Employee Directors
Common Stock 250,000 $0.625 $69.50 $0.02
Par Value $0.01
TOTALS 7,983,178 $4,868,631.25 $1,353.48
================================================================================================
</TABLE>
(1) The securities to be registered include options to acquire Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options under the 1998 Stock Option Plan, the price is computed on the
basis of the weighted average exercise price. As to the remaining shares
under the 1998 Stock Option Plan and the Stock Option Plan for Non-Employee
Directors, the price is based upon the average of the bid and asked prices
of the Common Stock on November 17, 1998, as reported on the Nasdaq
Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Teknowledge Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-KSB40 filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 1997 as filed with the
Securities and Exchange Commission on May 6, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
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.
Item 4. Description of Securities
The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from
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which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation
which eliminate to the fullest extent permissible under Delaware law the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification the indemnification of officers,
directors, employees and agents of a corporation. The Bylaws of the Company
provide for indemnification of its directors, officers, employees and agents to
the full extent permitted by under Delaware law, including those circumstances
in which indemnification would otherwise be discretionary under Delaware law.
The Company's Bylaws also empower it to enter into indemnification agreements
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. The Company has entered
into agreements with its directors and certain of its executive officers that
require the Company to indemnify such persons to the fullest extent permitted
under Delaware law against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person
is or was a director or an executive officer of the Company or any of its
affiliated enterprises. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.
Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)
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which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act, 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 Palo Alto, State of California, on November 11,
1998.
Teknowledge Corporation
By: /s/ Dennis A. Bugbee
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Dennis A. Bugbee
Director of Finance, Treasurer and Secretary
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Teknowledge Corporation whose
signatures appear below, hereby constitute and appoint Dennis A. Bugbee and
Frederick Hayes-Roth, and each of them, their true and lawful attorneys and
agents, with full power of substitution, each with power to act alone, to sign
and execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
Chairman of the Board and Chief
/s/ Frederick Hayes-Roth Executive Officer November 12, 1998
- --------------------------------- (Principal Executive Officer)
Dr. Frederick Hayes-Roth
/s/ Neil A. Jacobstein President, Chief Operating
- --------------------------------- Officer and Director November 12, 1998
Neil A. Jacobstein
Director of Finance, Treasurer
/s/ Dennis A. Bugbee and Secretary November 11, 1998
- --------------------------------- (Principal Financial and
Dennis A. Bugbee Accounting Officer)
/s/ James C. Workman
- --------------------------------- Director November 12, 1998
James C. Workman
/s/ Larry E. Druffel
- --------------------------------- Director November 16, 1998
Dr. Larry E. Druffel
- --------------------------------- Director November __, 1998
William G. Roth
/s/ Robert T. Marsh
- --------------------------------- Director November 13, 1998
Gen. Robert T. Marsh
</TABLE>
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation, as amended, of the Company is
incorporated by reference to Exhibit 3.1 to the Company's Annual Report
on Form 10-QSB for the quarter ended June 30, 1994 filed with the
Securities and Exchange Commission
4.2 Amended and Restated Bylaws of the Company are incorporated by reference
to Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996 filed with the Securities and Exchange
Commission
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone: 650-328-6561 Fax: 650-327-3699 www.gcwf.com
November 19, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Teknowledge Corporation, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 7,983,178 shares of the
Common Stock, $0.01 par value, of the Company which may be issued pursuant to
the Teknowledge Corporation 1998 Stock Option Plan and the Stock Option Plan for
Non-Employee Directors (collectively, the "Plans").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.
Based on such examination, we are of the opinion that the 7,983,178 shares of
Common Stock which may be issued under the Plans are duly authorized shares of
the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plans, will be
validly issued, fully paid and nonassessable. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement referred to above and
the use of our name wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 11,
1998 included in Teknowledge Corporation's Form 10-KSB for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement on Form S-8.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
San Jose, California
November 19, 1998
