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Registration No. 333-
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As filed with the Securities and Exchange Commission on July 2, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AXIOHM TRANSACTION SOLUTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2917470
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
15070 AVENUE OF SCIENCE
SAN DIEGO, CALIFORNIA 92128
(619) 451-3485
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1992 STOCK PLAN
AXIOHM TRANSACTION SOLUTIONS, INC. OPTIONS
(FULL TITLES OF THE PLANS)
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WALTER S. SOBON
CHIEF FINANCIAL OFFICER
15070 AVENUE OF SCIENCE
SAN DIEGO, CALIFORNIA 92128
(619) 451-3485
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
HENRY P. MASSEY, JR., ESQ.
BRADLEY A. BUGDANOWITZ, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value
to be issued under 1992
Stock Plan . . . . . . . 500,000 $10.25(1) $5,125,000 $1,512
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Common Stock, no par value
to be issued under Axiohm
Transaction Solutions,
Inc. Options (3) . . . . 231,118 $7.15(2) $1,652,493.70 $488
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Total 731,118 - $6,777,493.70 $2,000
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration
fee. The average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on June 30, 1998 was $10.25.
(2) Exercise price of options outstanding.
(3) Represents shares issuable to Mr. Unsworth pursuant to written
compensation arrangements.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
ITEM 3(a)
The Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act") (including those
portions of the Company's definitive proxy statement for the Annual
Meeting of Shareholders held on April 28, 1998 incorporated by reference
therein).
ITEM 3(b)
The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended April 4, 1998, filed on May 19, 1998.
ITEM 3(c)
The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A effective June 25,
1985, as amended, filed under Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 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.
Section 317 of the California General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers who are parties or are threatened to be made parties
to any proceeding (with certain exceptions) by reason of the fact that the
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. This limitation on liability has no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or
its shareholders or that involve the absence of good faith on the part of the
director, (iii) relating to any transaction from which a director derived an
improper personal benefit,
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(iv) for acts or omissions that show a reckless disregard for the director's
duty to the corporation or its shareholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of a serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the corporation or its shareholders, (vi) under Section
310 of the California General Corporation Law (concerning contracts or
transactions between the corporation and a director) or (vii) under Section
316 of the California General Corporation Law (directors' liability for
improper dividends, loans and guarantees). The provision does not extend to
acts or omissions of a director in his or her capacity as an officer.
Further, the provision has no effect on claims arising under federal or state
securities laws and does not affect the availability of injunctions and other
equitable remedies available to the Company's shareholders for any violation
of a director's fiduciary duty to the Company or its shareholders. Although
the validity and scope of the legislation underlying the provision have not
yet been interpreted to any significant extent by the California courts, the
provision may relieve directors of monetary liability to the Company for
grossly negligent conduct, including conduct in situations involving
attempted takeovers of the Company.
In accordance with Section 317, the Restated Articles of Incorporation,
as amended (the "Articles"), of the Company limit the liability of a director
to the Company or its shareholders for monetary damages to the fullest extent
permissible under California law, and authorize the Company to provide
indemnification to its agents (including officers and directors), subject to
the limitations set forth above. The Company's By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law.
Pursuant to the authority provided in the Articles, the Company has
entered into indemnification agreements with each of its officers and
directors, indemnifying them against certain potential liabilities that may
arise as a result of their service to the Company, and providing for certain
other protection.
The Company also maintains insurance policies which insure its officers
and directors against certain liabilities.
The foregoing summaries are necessarily subject to the complete text of
the statute, the Articles, the By-Laws and the agreements referred to above
and are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Document
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4.1 Certificate of Restated Articles of Incorporation of Registrant --
incorporated by reference to Exhibit 3.3A of the Registrant's
Registration Statement on Form S-4, Registration No. 333-41245,
declared effective February 17, 1998.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati.
23.1 Consent of Price Waterhouse.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in Exhibit 5.1).
24.1 Power of Attorney -- see Page 4.
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ITEM 9. UNDERTAKINGS
A. 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 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.
(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.
B. 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.
C. 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Axiohm Transaction Solutions, Inc., a corporation organized and
existing under the laws of the State of California, certifies that it has
reasonable cause 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
Philadelphia, State of Pennsylvania, on the 29th day of May 1998.
Axiohm Transaction Solutions, Inc.
By: /s/ Walter S. Sobon
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Walter S. Sobon
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Janet W. Shanks and Walter S. Sobon,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendment
to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may
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 below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Nicolas Dourassoff Chief Executive Officer May 29, 1998
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Nicolas Dourassoff (Principal Executive Officer)
/s/ Walter S. Sobon Chief Financial Officer May 29, 1998
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Walter S. Sobon
/s/ Janet W. Shanks Chief Accounting Officer May 29, 1998
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Janet W. Shanks
/s/ Patrick Dupuy Co-Chairman of the Board of June 15, 1998
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Patrick Dupuy
/s/ Gilles Gibier Co-Chairman of the Board of June 15, 1998
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Gilles Gibier
/s/ William H. Gibbs Director May 29, 1998
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William H. Gibbs
/s/ Don M. Lyle Director May 30, 1998
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Donald M. Lyle
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INDEX TO EXHIBITS
Number Document
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4.1 Certificate of Restated Articles of Incorporation of
Registrant -- incorporated by reference to Exhibit 3.3A
of the Registrant's Registration Statement on Form S-4,
Registration No. 333-41245, declared effective February
17, 1998.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati.
23.1 Consent of Price Waterhouse.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in
Exhibit 5.1).
24.1 Power of Attorney -- see Page 4.
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Exhibit 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
July 1, 1998
Axiohm Transaction Solutions, Inc.
15070 Avenue of Science
San Diego, California 92128
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 1, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 731,118 shares of your
Common Stock reserved for issuance under the 1992 Stock Option Plan and under
written compensation arrangements with Mr. Unsworth (collectively the
"Plans"). As legal counsel for Axiohm Transaction Solutions, Inc., we have
examined the proceedings taken and are familiar with the proceedings proposed
to be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the agreement which accompanies each grant under
the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in
the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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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 September 12, 1997 (except as to
Note 19, which is as of January 9, 1998) appearing on page F-2 of the Annual
Report on Form 10-K of Axiohm Transaction Solutions, Inc. For the year ended
December 31, 1997.
Price Waterhouse
/s/ Price Waterhouse
Paris, France
June 30, 1998
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
Axiohm Transactions Solutions, Inc.:
We consent to the use of our report incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
San Diego, California
June 30, 1998
