<PAGE> 1
As filed with the Securities and Exchange Commission on October 1, 1996
Registration No. __________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
RASTER GRAPHICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3046090
(State of incorporation) (I.R.S. Employer Identification No.)
3025 ORCHARD PARKWAY
SAN JOSE, CA 95134
(Address of principal executive offices)
-----------------------
1988 STOCK OPTION PLAN
1996 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
-----------------------
RAKESH KUMAR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RASTER GRAPHICS, INC.
3025 ORCHARD PARKWAY
SAN JOSE, CA 95134
(408) 232-4000
(Name, address and telephone number, including area code, of agent for service)
-----------------------
Copy to:
Edmund S. Ruffin, Jr., Esq.
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 11 Pages
Exhibit Index on Page II-10
(Calculation of Registration Fee on following page)
<PAGE> 2
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed Maximum
Maximum Amount Maximum Aggregate Amount of
to be Registered Offering Price Offering Price Registration
Title of Securities to be Registered Per Share Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1988 STOCK OPTION PLAN
Common Stock,
$.001 par value.......................... 1,351,386 Shares $2.33 (1) $ 3,148,729.30 $1,085.77
1996 STOCK PLAN
Common Stock,
$.001 par value.......................... 757,900 Shares $10.0625(2) $ 7,626,368.70 $2,629.78
Common Stock,
$.001 par value.......................... 42,100 Shares $9.75 (3) $ 410,475.00 $ 141.54
1996 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$.001 par value.......................... 400,000 Shares $8.5531(4) $ 3,421,250.00 $1,179.74
1996 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$.001 par value.......................... 100,000 Shares $10.0625(2) $ 1,006,250.00 $ 346.98
Common Stock,
$.001 par value.......................... 50,000 Shares $8.00 (5) $ 400,000.00 $ 137.93
TOTAL 2,701,386 Shares $16,013,073.00 $5,521.74
============== ==========
</TABLE>
- -----------------------
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. Computation
based on the weighted average per share exercise price (rounded to
nearest cent) of outstanding options under the referenced plan, the
shares issuable under which are registered hereby.
(2) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee.
The computation with respect to unissued options is based upon the
average of the high and low sale prices of the Common Stock as reported
on The Nasdaq National Market on SEPTEMBER 15, 1996.
(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for purposes of calculating the registration fee. Computation
based on the closing price of the Registrant's Common Stock on the day
preceding the grant of such options.
(4) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee.
The computation with respect to unissued options is based upon the
average of the high and low sale prices of the Common Stock as reported
on The Nasdaq National Market on SEPTEMBER 15, 1996 multiplied by
85%, which is the percentage of the trading purchase price applicable to
purchases under such plan.
(5) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for purposes of calculating the registration fee. Computation
based on the offering price of the Registrant's Common Stock to the
public on the date of grant of such options.
II-2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Prospectus filed on August 8, 1996 pursuant to
Rule 424(b)(4) of the Securities Act of 1933, as amended (the "Securities Act")
which contains audited financial statements for the Registrant's latest fiscal
year for which such statements have been filed.
(b) Not applicable
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on June 25, 1996, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, 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 in this Registration Statement and to be
part hereof from the date of filing 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 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor...[by reason
of his service in one of the capacities specified in the preceding sentence]
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the
II-3
<PAGE> 4
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."
The Registrant's Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such Certificate of Incorporation also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification permitted or authorized thereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or
omissions occurring in whole or in part before the effective date of such
amendment or repeal.
The Registrant's Bylaws provide that the Registrant shall indemnify
to the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he was or is a director, officer, or
employee of the Registrant or serves or served any other enterprise as a
director, officer or employee at the request of the Registrant.
The Registrant has entered or will enter into indemnification
agreements with its directors and certain of its officers. The Registrant
intends to purchase insurance on behalf of its officers and directors against
losses arising from any claim asserted against or incurred by such individuals
in any such capacity, subject to certain exclusions.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
Exhibit
Number
------
4.1* 1988 Stock Option Plan and forms of agreements thereunder.
4.2* 1996 Stock Option Plan and form of Stock Option Agreement.
4.3* 1996 Employee Stock Purchase Plan and form of Subscription
Agreement.
4.4* 1996 Directors' Stock Option Plan and form of agreement
thereunder.
5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors (see p.
II-8)
23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors (see p.
II-9).
24.1 Powers of Attorney (see p. II-8).
II-4
<PAGE> 5
* Incorporated by reference from Registrant's Registration Statement on Form
S-1, as amended, filed with the Commission on August 8, 1996.
Item 9. Undertakings.
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 purposes 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.
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 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.
Insofar as the 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
II-5
<PAGE> 6
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 27th day
of September, 1996.
RASTER GRAPHICS, INC.
By: /s/ RAKESH KUMAR
-------------------------------------
Rakesh Kumar
President and Chief Executive Officer
II-6
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rakesh Kumar and Dennis R. Mahoney and
each of them acting individually, as his or her attorney-in-fact, each with full
power of substitution and resubstitution, and in his or her name, place or
stead, in any and all capacities, to sign any amendments 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,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as he or she might or could do in person, and
ratifying and confirming all that said attorney-in-fact and agent, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ RAKESH KUMAR President, Chief Executive Officer and September 27, 1996
- -------------------------------- Chairman (Principal Executive Officer)
Rakesh Kumar
/s/ DENNIS R. MAHONEY Vice President and Chief Financial Officer September 27, 1996
- -------------------------------- (Principal Financial and Accounting
Dennis R. Mahoney Officer)
/s/ CHUCK EDWARDS Director September 27, 1996
- --------------------------------
Chuck Edwards
/s/ FRANK J. CAUFIELD Director September 27, 1996
- --------------------------------
Frank J. Caufield
/s/ PROMOD HAQUE Director September 27, 1996
- --------------------------------
Promod Haque
/s/ LUCIO L. LANZA Director September 27, 1996
- --------------------------------
Lucio L. Lanza
/s/ W. JEFFERS PICKARD Director September 27, 1996
- --------------------------------
W. Jeffers Pickard
/s/ DELBERT W. YOCAM Director September 27, 1996
- --------------------------------
Delbert W. Yocam
</TABLE>
II-7
<PAGE> 8
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1988 Stock Option Plan, 1996 Stock Plan, 1996 Employee
Stock Purchase Plan and 1996 Directors' Stock Option Plan of Raster Graphics,
Inc. of our report dated February 23, 1996, except as to Note 12, as to
which the date is August 5, 1996, with respect to the consolidated financial
statements and schedule of Raster Graphics, Inc. included in its Registration
Statement (Form S-1 No. 333-06617) filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
San Jose, California
September 26, 1996
II-8
<PAGE> 9
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Raster Graphics, Inc. of our report dated November 11, 1994, relating to
the statements of operations and cash flows of Onyx Graphics Corporation for the
year ended September 30, 1994, which report appears in the Raster Graphics,
Inc. Registration Statement No. 333-06617 dated August 8, 1996.
/s/ KPMG Peat Marwick LLP
Salt Lake City, Utah
September 27, 1996
II-9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number No.
- ------- ----
<S> <C>
4.1* 1988 Stock Option Plan and forms of agreements thereunder.
4.2* 1996 Stock Plan and form of Stock Option Agreement.
4.3* 1996 Employee Stock Purchase Plan and form of Subscription Agreement.
4.4* 1996 Directors' Stock Option Plan and form of agreement thereunder.
5.1 Opinion of Venture Law Group, a Professional Corporation. 11
23.1 Consent of Venture Law Group, a Professional Corporation (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors (see p. II-8)
23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors (see p. II-9).
24.1 Powers of Attorney (see p. II-7).
</TABLE>
* Incorporated by reference from Registrant's Registration Statement on Form
S-1, as amended, filed with the Commission on August 8, 1996.
II-10
<PAGE> 1
EXHIBIT 5.1
September 27, 1996
Raster Graphics, Inc.
3025 Orchard Parkway
San Jose, CA 95134
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on September 27, 1996 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 2,701,386 shares of
your Common Stock (the "Shares") reserved for issuance under the 1988 Stock
Option Plan, the 1996 Stock Plan, the 1996 Employee Stock Purchase Plan and the
1996 Directors' Stock Option Plan. As your counsel in connection with this
transaction, 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 upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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 appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
MWH
