<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 333-03375
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
-----------------
PERSONAL COMPUTER PRODUCTS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 33-0021693
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
-----------------
CONSULTANTS PLAN
(Full title of the plan)
-----------------
EDWARD W. SAVARESE
C/O PERSONAL COMPUTER PRODUCTS, INC.
11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127
(Name and address of agent for service)
(619) 485-8411
(Telephone number, including area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price per Aggregate Registration
Registered Registered share Offering Price Fee
----------- ----------- ----------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $0.005 par value; 2,900,000(1) $0.43863 $1,272,027(2) $438.63
Written Compensation
Agreements with Consultants
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Personal Computer Products,
Inc. warrants related to the written Consulting Agreements by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares
of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 as follows: 2,900,000 shares at $0.43863 per share.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
See Exhibit 99.1
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
See Exhibit 99.1
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Personal Computer Products, Inc. (the "Registrant") hereby files this
Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register 2,900,000 shares of the Registrant's
Common Stock for issuance pursuant to warrants related to the Registrant's
written Consulting Agreements with its Consultants.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Commission:
(a) The Registrant's Annual Report on Form 10-KSB, for the fiscal
year ended June 30, 1995.
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Annual Report
on Form 10-KSB.
(c) The Registrant's Form 8-A filed on July 6, 1984 pursuant to
Section 12 of the Exchange Act, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a
2
<PAGE>
corporation has the power to purchase and maintain insurance on behalf of its
officers and directors against any liability asserted against such person and
incurred by him or her in such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him
or her against such liability under the provisions of Section 145 of the
Delaware General Corporation Law.
(b) Article X of the Bylaws of the Registrant provides that the
Registrant shall indemnify its officers, directors and employees. The rights
to indemnity thereunder continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of such person. In addition, expenses
incurred by a director or officer in defending any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Registrant shall be paid by the Registrant unless such officer, director or
employee is adjudged liable for negligence or misconduct in the performance
of his or her duties.
(c) Article Fourth of the Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify all persons whom it may
indemnify pursuant to Section 145 of the Delaware General Corporation Law to
the full extent permitted by such Section 145.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
-------------- -------
5. Opinion of Steven L. Siskind
23.1 Consent of Independent Accountants - Boros & Farrington APC
23.2 Consent of Steven L. Siskind is contained in Exhibit 5
99.1 Summary and Prospectus
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which it offers or sells securities, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect
in the prospectus any facts or events which individually, or together,
represent a fundamental change in the information in the Registration
Statement, and (iii) to include any additional or changed material
information on the plan of distribution; provided, that as to paragraphs
(1)(i) and (1)(ii) the information required in a post-effective amendment may
be incorporated by reference from periodic reports filed by the Registrant
under the Securities Exchange Act; (2) that, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement of the
securities offered, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (3) to file a
post-effective amendment to remove from registration any of the securities
being registered which remain unsold at the end of the offering.
3
<PAGE>
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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 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 Act and will be governed by the
final adjudication of such issue.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
4
<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
Amendment No. 1 to this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego, State
of California, on this 12th day of June 1996.
PERSONAL COMPUTER PRODUCTS, INC.
---------------------------------
Edward W. Savarese
Vice Chairman, President and
Chief Executive Officer
---------------------------------
Ralph R. Barry
Chief Financial Officer,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amentment No. 1 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
______________________ Vice Chairman, President, June 12, 1996
(Edward W. Savarese) Chief Executive Officer and
Director (Principal Executive
Officer)
______________________ Chief Financial Officer, June 12, 1996
(Ralph R. Barry) Secretary and Treasurer,
(Principal Financial Officer)
______________________ Chairman and Director June 12, 1996
(Harry J. Saal)
______________________ Director June 12, 1996
(Irwin Roth)
5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
PERSONAL COMPUTER PRODUCTS, INC.
6
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
5. Opinion of Steven L. Siskind
23.1 Consent of Independent Accountants - Boros & Farrington APC
23.2 Consent of Steven L. Siskind is contained in Exhibit 5
99.1 Summary and Prospectus
7
<PAGE>
EXHIBIT 5
June 12, 1996
Personal Computer Products, Inc.
11031 Via Frontera
San Diego, CA 92127
Gentlemen:
I have reviewed Amendment No. 1 to the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission, for the Consultants Plan of Personal Computer Products, Inc. (the
"Company"), relating to an offering of 2,900,000 shares of common stock of
the Company (the "Shares"), which shares have been issued pursuant to
warrants (the "Warrants") granted under the Company's written Consulting
Agreements with its Consultants (the "Agreements"), filed as an exhibit to
the Registration Statement.
I have examined the Certificate of Incorporation, as amended, and the By-Laws
of the Company and all amendments thereto, Amendment No. 1 to the
Registration Statement and originals, or copies certified to my satisfaction,
of such records of meetings, written actions in lieu of meetings, or
resolutions adopted at meetings, of the directors of the Company, and such
other documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.
In examination of the foregoing documents, I have assumed the genuineness of
all signatures and 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 latter documents.
Based upon and subject to the foregoing, I am of the opinion that the Shares
have been duly and validly authorized for issuance under the Agreements, and
when issued against payment therefor in accordance with the terms of the
Agreements and the Warrants, will be duly authorized, validly issued, fully
paid and nonassessable shares of the Company's common stock, $0.005 value per
share.
I hereby consent to the filing of this opinion as an Exhibit to Amendment No.
1 to the Registration Statement.
Very truly yours,
STEVEN L. SISKIND
New York, New York
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTS
We hereby consent to the incorporation by reference in Amendment No. 1 to
this Registration Statement on Form S-8 of our report dated September 25,
1995 which appears on Page 14 of Personal Computer Products, Inc.'s Annual
Report on Form 10-KSB for the year ended June 30, 1995.
BOROS & FARRINGTON APC
San Diego, California
June 12, 1996
<PAGE>
EXHIBIT 99.1
PERSONAL COMPUTER PRODUCTS, INC.
____________________________
CONSULTANTS PLAN
SUMMARY AND PROSPECTUS
____________________________
The date of this Prospectus is June 12, 1996
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF THE OFFICIAL PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
A. GENERAL INFORMATION
INFORMATION ON THE
CONSULTANTS PLAN
Personal Computer Products, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), is offering
newly issued shares of its common stock ("Common Stock") to eligible
consultants of the Corporation ("Recipients") pursuant to warrants (the
"Warrants") related to the Corporation's written Consulting Agreements with
Recipients. The Warrants have been granted at the times and to the
individuals and in the amounts set forth in Section B below. The purpose of
the Warrants is to provide an additional incentive to certain consultants of
the Corporation with regard to:
1). the restructuring and design of the Company's operations and long
term strategic plan, including, but not limited to the development of
sponsorship for the Company's securities through meetings with brokers,
market makers, securities analysts and fund managers in key centers of the
United States and Europe; or
2). the performance of public relations duties in promoting the
Company, its management and its products included but not limited to the
development of collateral materials writing press releases and increasing
the Company's exposure in various financial and industry publications; or
3). assisting the Company in moving its current and future products
into different marketplaces throughout the world; or
4). the providing of services required to maintain and negotiate, as
necessary, the Company's contracts with its OEM customers.
Only the individuals set forth in Section B below are eligible to
receive Warrants. Warrants were granted by the full Board of Directors in its
discretion. The Warrants are not assignable or transferable except in
connection with the holder's death. The Warrants are not subject to any
provisions of the Employee Retirement Income Security Act of 1974 or Section
401(a) of the Internal Revenue Code.
Upon exercise of the Warrants, a Recipient will receive shares of Common
Stock. The Common Stock will be made available either from authorized but
unissued shares of Common Stock or from shares of Common Stock reacquired by
the Corporation, including shares repurchased on the open market.
In the event there should be any change in the outstanding Common Stock
by reason of a stock dividend, stock split, recapitalization, combination of
shares or other change affecting the outstanding Common Stock as a class
without receipt of consideration, appropriate adjustments will automatically
be made to the number and/or class of shares and the exercise price per share
in effect under the Warrants in order to preclude the dilution or enlargement
of benefits thereunder.
The Recipient will not have the rights of a stockholder with respect to
the shares covered by the Warrants until he exercises the Warrants, pays the
exercise price and is issued a stock certificate for the purchased shares.
The Warrants cannot be assigned or transferred, except by the provisions of
the Recipient's will or the laws of inheritance following his death. If a
Recipient dies while his Warrants are outstanding, the personal
representative of his estate or the person or persons to whom the Warrants
are transferred by the provisions of his will or the laws of inheritance
following his death may exercise the Warrants.
The Warrants become exercisable for the Warrant shares on the dates set
forth in Section B below. The Warrants may be exercised at any time
thereafter and prior to the end of the Warrant term except as otherwise
indicated in Section B below.
A Recipient may exercise the Warrants by (i) payment in cash or by
certified or official bank check, or with prior approval by the board of
directors in some other form as appropriate, as determined at the sole
discretion of the board of directors, and (ii) executing and delivering to
the Secretary of the Corporation upon the exercise of the Warrants a written
notice of exercise substantially in the same form as Exhibit "A"
<PAGE>
to the Corporation's form of Warrant Certificate, attached hereto as Exhibit
99.2. The exercise price and expiration dates of the Warrants are set forth
in Section B below.
Recipients may obtain additional information about the Consultants Plan
and its administration by contacting Ralph R. Barry at Personal Computer
Products, Inc., 11031 Via Frontera, Suite 100, San Diego, California 92127,
(619) 485-8411. Mr. Barry is Secretary of the Corporation.
B. DETAILS REGARDING THE WARRANTS
<TABLE>
<CAPTION>
ISSUE DATE NUMBER EXPIRATION DATE NAME PRICE NO. SHARES FIRST EXERCISABLE
---------- ------- --------------- ---- ----- ----------------------------
<S> <C> <C> <C> <C> <C>
April 1, 1996 250,000 September 30, 1996 Peter Benz $0.30 250,000 - April 1, 1996
April 1, 1996 250,000 March 31, 1997 Peter Benz $0.50 250,000 - April 1, 1996
April 1, 1996 750,000 March 31, 1999 Peter Benz $0.50 250,000 - April 1, 1996
500,000 - June 15, 1996
April 1, 1996 250,000 September 30, 1996 Steve Westlund $0.30 250,000 - April 1, 1996
April 1, 1996 250,000 March 31, 1997 Steve Westlund $0.50 250,000 - April 1, 1996
April 1, 1996 750,000 March 31, 1999 Steve Westlund $0.50 250,000 - April 1, 1996
500,000 - June 15, 1996
January 1, 1996 100,000 January 1, 2001 Mark Osman $1.00 100,000 - January 1, 1996
April 1, 1996 100,000 July 1, 1997 Gerry B. Berg $0.62 100,000 - April 1, 1996
April 1, 1996 200,000 July 1, 1997 FNR Inc. $0.30 200,000 - April 1, 1996
</TABLE>
C. RESALE RESTRICTIONS
The Warrants do not impose any restrictions on resale of the securities
acquired upon exercise of the Warrants.
D. TAX EFFECTS OF WARRANTS
The following is a general description of the Federal income tax
consequences of the Warrants. State and local tax treatment, which is not
discussed below, may vary from such Federal income tax treatment. A Recipient
should consult with his own tax advisor as to the tax consequences of the
grant and exercise of the Warrants.
A Recipient will recognize ordinary income in the year in which an
Warrant is exercised equal to the amount by which the fair market value of
the purchased shares on the date of exercise exceeds the exercise price. This
income will be reported by the Corporation on a Form W-2 for the year (or
perhaps, in the case of a non-employee, Form 1099), and a Recipient will be
required to satisfy any tax withholding requirements applicable to this
income.
A Recipient will recognize capital gain or loss upon the disposition of
shares purchased under an Warrant. The gain or loss will be long-term if the
shares are held for more than one (1) year prior to the disposition. The
holding period normally starts at the time the Warrant is exercised.
The Corporation will be entitled to an income tax deduction equal to the
amount of ordinary income a Recipient recognizes in connection with the
exercise of the Warrant, provided the applicable withholding requirements are
satisfied. The deduction will, in general, be allowed for the taxable year of
the Corporation in which a Recipient recognizes such ordinary income.
<PAGE>
E. AVAILABLE DOCUMENTS
Personal Computer Products, Inc., is a Delaware corporation which
maintains its principal executive offices at 11031 Via Frontera, Suite 100,
San Diego, California 92127. The telephone number at the executive offices is
(619) 485-8411. A Recipient may contact the Corporation at this address or
telephone number for further information concerning the Warrants and their
administration.
A copy of the Corporation's Annual Report to Stockholders for the most
recent fiscal year will be furnished to a Recipient and additional copies
will be furnished, without charge, upon written or oral request to Ralph R.
Barry, Secretary, Personal Computer Products, Inc., 11031 Via Frontera, Suite
100, San Diego, California 92127, or upon telephoning the Corporation at
(619) 485-8411. In addition, a Recipient may obtain, without charge, upon
written or oral request to the Secretary, a copy of any of the documents
listed below, which are hereby incorporated by reference into this
Prospectus, other than certain exhibits to such documents:
1. The Corporation's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1995 filed with the Securities and Exchange Commission
(the "Commission");
2. The Corporation's Registration Statement on Form 8-A filed with the
Commission on July 6, 1984, in which there is described the terms, rights
and provisions applicable to the Corporation's outstanding Common Stock.
The Corporation will also deliver to a Recipient without charge a copy of
all reports, proxy statements and other communications distributed to the
Corporation's stockholders.
