Filed with the Securities and Exchange Commission on August 22, 2000
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
(Exact name of registrant as specified in its charter)
Delaware 94-2760916
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(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
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(Full title of the plan)
Dennis A. Bugbee
Chief Financial Officer, Vice President of Finance and Secretary
Teknowledge Corporation
1810 Embarcadero Road
Palo Alto, CA 94303
(Name and address of agent for service)
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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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CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of maximum aggregate
Securities to be Amount to be offering price offering
registered (1) registered (2) per share (3) price (3) Amount of
registration fee
1998 Stock Option Plan
Common Stock 600,000 $5.00 $3,000,000 $792.00
Par Value $0.01 150,000 $5.00 $ 750,000 $198.00
TOTALS 750,000 $3,750,000 $990.00
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, the price is based upon the
average of the bid and asked prices of the Common Stock on August 16,
2000, 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-KSB 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, 1999 as filed with
the Securities and Exchange Commission on March 30, 2000
and as amended on May 1, 2000.
(b) Allother 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 thisregistration
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.
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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 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.
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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) 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-effectiveamendment 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.
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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.
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 August 17, 2000.
Teknowledge Corporation
By: /s/ Dennis A. Bugbee
---------------------------
Dennis A. Bugbee
Chief Financial Officer,
Vice President of Finance 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 Neil A.
Jacobstein, 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.
Signature Title Date
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/s/ Neil A Jacobstein Chairman of the Board, President and August 17, 2000
------------------------- Chief Executive Officer and Director
Neil A. Jacobstein
Chief Financial Officer,t
/s/ Dennis A. Bugbee Vice President of Finance and
------------------------- Secretary (Principal Financial August 17, 2000
Dennis A. Bugbee and Accounting Officer)
/s/ James C. Workman Director August 18, 2000
-------------------------
James C. Workman
/s/ Dr. Larry E. Druffel Director August __, 2000
-------------------------
Dr. Larry E. Druffel
/s/ Gen. Robert T. Marsh Director August 18, 2000
-------------------------
Gen. Robert T. Marsh
/s/ Benedict O'Mahoney Vice President of Administration and August 17, 2000
------------------------- Legal Affairs and Director
Benedict O'Mahoney
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EXHIBIT INDEX
4.1 Amended and 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-KSB for the fiscal year ended December 31, 1998 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 Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998 filed with the Securities and Exchange
Commission
5.1 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 5.1
[LETTERHEAD OF GRAY CARY WARE FREIDENRICH LLP]
400 Hamilton Ave, Palo Alto, CA 94301-1825
Phone: 650-328-6561
August 18, 2000
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
750,000 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 (the "Plan").
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 750,000
shares of Common Stock which may be issued under the Plan 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 Plan, 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,
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 March 17, 2000 included in Teknowledge Corporation's Form 10-KSB
for the year ended December 31, 1999 and to all references to our Firm
included in this registration statement on Form S-8.
/s/ Arthur Andersen LLP
San Jose, California
August 15, 2000
