<PAGE>
As filed with the Securities and Exchange Commission on November 1, 2000
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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FORTEL INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2566313
(State of Incorporation) (I.R.S. Employer Identification No.)
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46832 LAKEVIEW BLVD.
FREMONT, CALIFORNIA 94538-6543
(Address of principal executive offices)
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1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
HENRY C. HARRIS
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY
FORTEL INC.
46832 LAKEVIEW BLVD.
FREMONT, CALIFORNIA 94538-6543
TELEPHONE: (510) 440-9600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
(formerly known as Zitel Corporation)
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Copies to:
JOHN L. CARDOZA, ESQ.
KEVIN D. GONZALEZ, ESQ.
COOLEY GODWARD LLP
5 PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
TELEPHONE: (650) 843-5000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<S> <C> <C> <C> <C>
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
-----------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common
Stock (no par value) 150,000 shares $0.984375 $147,656.25 $38.98
===================================================================================================================================
</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 average of the high and low
prices of Registrant's Common Stock on October 30, 2000 as reported on
the Nasdaq SmallCap Market.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statements on Form S-8 Nos. 333-01987 and
333-78385 filed with Securities and Exchange Commission on March 27, 1996 and
May 13, 1999, respectively, 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 follows signature pages.
99.1 1995 Non-Employee Directors' Stock Option Plan, as amended by the Registrant's Board of Directors on
November 2, 1999 and approved by the shareholders on March 9, 2000. (1)
</TABLE>
(1) Filed as exhibit with the Registrant's Definitive Proxy Statement for
the 2000 Annual Meeting of the Shareholders, filed January 28, 2000.
<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 October 30,
2000.
FORTEL INC.
By: /s/ HENRY C. HARRIS
---------------------------------------------
Henry C. Harris
Senior Vice President,
Chief Financial Officer and Corporate Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Asa W. Lanum and Henry C. Harris, 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.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ASA W. LANUM President, Chief Executive Officer October 30, 2000
------------------------------------------- and Director (Principal Executive
(ASA W. LANUM) Officer)
/s/ HENRY C. HARRIS Senior Vice President, Chief October 30, 2000
------------------------------------------ Financial Officer and Corporate
(HENRY C. HARRIS) Secretary (Principal Financial
Officer)
/s/ TSVI GAL
-------------------------------------------- Director October 30, 2000
(TSVI GAL)
/s/ JACK H. KING
-------------------------------------------- Director October 30, 2000
(JACK H. KING)
/s/ PHILIP J. KOEN
-------------------------------------------- Director October 30, 2000
(PHILIP J. KOEN)
/s/ WILLIAM R. LONERGAN
-------------------------------------------- Director October 30, 2000
(WILLIAM R. LONERGAN)
/s/ WILLIAM M. REGITZ
-------------------------------------------- Director October 30, 2000
(WILLIAM M. REGITZ)
/s/ RAMAN KHANNA
-------------------------------------------- Director October 30, 2000
(RAMAN KHANNA)
/s/ EDWARD F. THOMPSON
-------------------------------------------- Director October 30, 2000
(EDWARD F. THOMPSON)
</TABLE>
<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 follows signature pages.
99.1 1995 Non-Employee Directors' Stock Option Plan, as amended by the Registrant's Board of
Directors on November 2, 1999 and approved by the shareholders on March 9, 2000. (1)
</TABLE>
(1) Filed as exhibit with the Registrant's Definitive Proxy Statement for the
2000 Annual Meeting of the Shareholders, filed January 28, 2000.
