<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ZITEL CORPORATION
(Exact name of registrant as specified in its charter)
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CALIFORNIA 94-2566313
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(State of Incorporation) (I.R.S. Employer Identification No.)
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47211 BAYSIDE PARKWAY
FREMONT, CALIFORNIA 94538
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(Address of principal executive offices)
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1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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ANNA M. MCCANN
VICE PRESIDENT, FINANCE AND ADMINISTRATION,
CHIEF ACCOUNTING OFFICER AND SECRETARY
ZITEL CORPORATION
47211 BAYSIDE PARKWAY
FREMONT, CALIFORNIA 94538
TELEPHONE: (510) 440-9600
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(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
JOHN L. CARDOZA, ESQ.
LINDA M. RIGAS
COOLEY GODWARD LLP
5 PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
TELEPHONE: (650) 843-5000
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (no par value) 200,000 shares $1.50 $300,000.00 $83.40
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the closing price of
Registrant's Common Stock on May 7, 1999 as reported on the Nasdaq
National Market.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-01987
The contents of Registration Statement on Form S-8 No. 333-01987 filed
with the Securities and Exchange Commission on March 27, 1996 are
incorporated by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to
this Registration Statement
24 Power of Attorney is contained on the signature pages
</TABLE>
<PAGE>
SIGNATURES
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 12, 1999.
ZITEL CORPORATION
By /s/Anna M. McCann
-------------------------------------------
Anna M. McCann
Vice President, Finance and Administration,
Chief Accounting Officer 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 Anna M. McCann, and
each or any one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and
in his or her 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 or she 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 or her substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
<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 May 12, 1999
- ------------------------------ Officer and Director (Principal
(Jack H. King) Executive Officer)
/s/Henry C. Harris Chief Financial Officer (Principal May 12, 1999
- ------------------------------ Financial Officer)
(Henry C. Harris)
/s/Anna M. McCann Vice President, Finance and May 12, 1999
- ------------------------------ Administration, Chief Accounting
(Anna M. McCann) Officer and Secretary (Principal
Accounting Officer)
/s/William R. Lonergan Chairman of the Board of Directors May 12, 1999
- ------------------------------
(William R. Lonergan)
/s/Philip J. Koen Director May 12, 1999
- ------------------------------
(Philip J. Koen)
/s/Asa W. Lanum Director May 12, 1999
- ------------------------------
(Asa W. Lanum)
/s/Catherine P. Lego Director May 12, 1999
- ------------------------------
(Catherine P. Lego)
/s/William M. Regitz Director May 12, 1999
- ------------------------------
(William M. Regitz)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
</TABLE>
<PAGE>
EXHIBIT 5
May 12, 1999
Zitel Corporation
47211 Bayside Parkway
Fremont, California 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 200,000 shares of the
Company's Common Stock, no par value, (the "Shares") pursuant to its 1995
Non-Employee Directors' Stock Option Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your 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 Plan, the
Registration Statement and related Prospectus, 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 LLP
By: /s/John L. Cardoza
----------------------------------
John L. Cardoza
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (file No. 333-_______) of our report dated December 16,
1998 which appears in Zitel Corporation's Annual Report on Form 10-K (File
No. 000-12194) for the year ended September 30, 1998. We also consent to the
incorporation by reference of our report dated December 16, 1998 relating to
the financial statement schedule, which appears in such Annual Report on Form
10-K.
/s/PricewaterhouseCoopers LLP
San Jose, California
May 7, 1999
