As filed with the Securities and Exchange Commission on May 19, 1995
Registration No. 33-92522
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZITEL CORPORATION
(Exact name of registrant as specified in its charter)
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CALIFORNIA 94-2566313
(State of Incorporation) (I.R.S. Employer Identification No.)
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47211 BAYSIDE PARKWAY
FREMONT, CA 94538
TELEPHONE: (510) 440-9600
(Address and telephone number of principal executive offices)
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1984 EMPLOYEE STOCK PURCHASE PLAN
1990 STOCK OPTION PLAN
(Full title of the plans)
HENRY C. HARRIS
VICE PRESIDENT, FINANCE AND ADMINISTRATION, SECRETARY
ZITEL CORPORATION
47211 BAYSIDE PARKWAY
FREMONT, CA 94538
(510) 440-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
MICHAEL R. JACOBSON, ESQ.
COOLEY GODWARD CASTRO HUDDLESON & TATUM
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING
TO BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF
REGISTERED REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (no
par value)
500,000 $8.9375 $4,468,750.00 $1,540.95
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<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on May 12, 1995 as reported on the
NASDAQ National Market System.
</FN>
</TABLE>
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-47697
The contents of Registration Statement on Form S-8 No. 33-47697 filed
with the Securities and Exchange Commission on May 6, 1992 are incorporated by
reference herein.
EXHIBITS
EXHIBIT
NUMBER
- -------
5 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is
contained in Exhibit 5 to this Registration Statement
24 Power of Attorney is contained on the signature pages.
1.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on May 17, 1995.
ZITEL CORPORATION
By: /s/ Henry C. Harris
------------------------------------
Henry C. Harris
Vice President, Finance and
Administration and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack H. King and Henry C. Harris, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
2.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Jack H. King President, Chief Executive Officer May 18, 1995
- -------------------------- and Director
(Jack H. King)
/s/Henry C. Harris Chief Financial Officer (Principal May 18, 1995
- -------------------------- Financial and Accounting Officer)
(Henry C. Harris)
- -------------------------- Chairman of the Board of Directors May , 1995
(William R. Lonergan) ---
/s/Catherine P. Goodrich Director May 18, 1995
- --------------------------
(Catherine P. Goodrich)
- -------------------------- Director May , 1995
(William M. Regitz) ---
/s/Robert H. Welch Director May 18, 1995
- --------------------------
(Robert H. Welch)
3.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
5 Opinion of Cooley Godward Castro Huddleson & Tatum 8
23.1 Consent of Coopers & Lybrand L.L.P. 10
23.2 Consent of Cooley Godward Castro Huddleson & Tatum 8
is contained in Exhibit 5 to this Registration Statement
24 Power of Attorney is contained on the signature pages. 4
4.
May 18, 1995
MICHAEL R. JACOBSON
VIA FEDERAL EXPRESS Direct: (415) 843-5031
Internet: [email protected]
Zitel Corporation
47211 Bayside Parkway
Fremont, CA 94538
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Zitel Corporation (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 500,000 shares of the Company's Common
Stock, no par value, (the "Shares") pursuant to its 1984 Employee Stock Purchase
Plan and 1990 Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Restated Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/Michael R. Jacobson
---------------------------------------------
Michael R. Jacobson
MRJ:LMR:hm
Coopers Coopers & Lybrand L.L.P.
& Lybrand
a professional services firm
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Zitel Corporation on Form S-8 of our report dated October 25, 1994, except for
the note entitled "Subsequent Event" to which the date is November 23, 1994, on
our audits of the consolidated financial statements and financial statement
schedule of Zitel Corporation as of September 30, 1994 and 1993, and for the
years ended September 30, 1994, 1993, and 1992, which report is included in the
Annual Report of Form 10-K.
COOPERS & LYBRAND L.L.P.
San Jose, California
May 17, 1995
