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As filed with the Securities and Exchange Commission on May 22, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ASHA CORPORATION
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Exact name of Registrant as specified in its charter
Delaware 84-1016459
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(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
600 C Ward Drive, Santa Barbara, California 93111
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(Address of principal executive offices, including Zip Code)
1994 STOCK OPTION PLAN
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(Full title of the plan)
John C. McCormack, President
600 C Ward Drive, Santa Barbara, California 93111
(803) 683-2331
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(Name, address and telephone number, including area code, of agent for
service)
Copy to: Jon D. Sawyer, Esq.
KRYS BOYLE FREEDMAN & SAWYER, P.C.
600 Seventeenth Street, Suite 2700, South Tower
Denver, Colorado 80202
(303) 893-2300
<TABLE><CAPTION>
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CALCULATION OF REGISTRATION FEE
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Amount
Proposed Maxi- Proposed Maxi- of
Title of Securities Amount to be mum Offering mum Aggregate Registra-
to be Registered be Registered Price Per Share Offering Price tion Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,400,000 $5.08932<FN1> $6,102,446 $1,800.22
$.0001 Par Value Shares
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<FN>
<FN1>
Calculated for the additional shares being registered based on the exercise
prices of options outstanding under the 1994 Stock Option Plan for the shares
underlying options and the closing price of the Registrant's Common Stock on
May 18, 1998, as reported on the Nasdaq Small-Cap Market, as to the remaining
shares.
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Pursuant to General Instruction E to Form S-8, this Registration Statement is
being filed to register additional securities under the Registrant's 1994
Stock Option Plan and incorporates the Registrant's prior Registration
Statement on Form S-8 relating to the 1994 Stock Option Plan, SEC File No.
33-93678.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by ASHA Corporation (the
"Company") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated herein by
reference:
(1) The Company's Registration Statement on Form 10-KSB for the fiscal
year ended September 30, 1997.
(2) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 1997, and March 31, 1998.
(3) The Company's Current Report on Form 8-K dated January 8, 1998.
(4) The description of the Common Stock as contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act (SEC File No. 0-16176).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and 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 a 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.
The Delaware General Corporation Law (the "Code") permits the Company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer
or director acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the Company. The Code authorizes the company
to advance expenses incurred in defending any such proceeding under certain
circumstances, and if the officer or director is successful on the merits, it
authorizes the Company to indemnify the officer or director against all
expenses, including attorneys' fees, incurred in connection with any such
proceeding. The Company's Bylaws and Certificate of Incorporation provide
that the Company shall indemnify its officers and directors in accordance with
the Code.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
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ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION / LOCATION
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4.1 Certificate of Incorporation and Bylaws, as amended (incorporated by
reference to Registrant's Form S-18 Registration Statement No.
33-3135-D)
4.2 Certificate of Amendment to Certificate of Incorporation (incorporated
by reference to Exhibit 4.2 to the Registrant's Form S-8 Registration
Statement No. 33-76908)
5 Opinion of Krys Boyle Freedman & Sawyer, P.C.*
23.1 Consent of Krys Boyle Freedman & Sawyer, P.C. (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants*
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* Filed herewith electronically.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
provided, however, that subparagraphs (I) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6, 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 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 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 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 Santa Barbara, State of California on the 18th
day of May, 1998.
ASHA CORPORATION
By/s/ John C. McCormack
John C. McCormack, Chairman of the
Board, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ John C. McCormack Chairman of the Board, May 18, 1998
John C. McCormack President, Chief Executive
Officer and Director
/s/ Steven E. Sanderson Chief Financial Officer May 18, 1998
Steven E. Sanderson
/s/ Robert J. Sinclair Director May 18, 1998
Robert J. Sinclair
/s/ Lawrence Cohen Director May 18, 1998
Lawrence Cohen
/s/ Nick P. Bartolini Director May 18, 1998
Nick P. Bartolini
/s/ Erick A. Reickert Director May 18, 1998
Erick A. Reickert
/s/ David D. Jones Director May 18, 1998
David D. Jones
KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys At Law
600 Seventeenth Street, Suite 2700, South Tower (303) 893-2300
Denver, CO 80202 FAX (303) 893-2882
May 19, 1998
ASHA Corporation
600 C Ward Drive
Santa Barbara, California 93111
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for ASHA Corporation, a Delaware corporation (the
"Company") in connection with its registration under the Securities Act of
1933, as amended (the "Act"), of 1,400,000 shares of common stock which may be
issued upon the exercise of options granted under the Company's 1994 Stock
Option Plan through a Registration Statement on Form S-8 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware, as amended.
(2) Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 1,400,000 shares of the Company's $.0001 par value common stock which may
be issued upon the exercise of options under the 1994 Stock Option Plan will,
upon the purchase, receipt of full payment, issuance and delivery in
accordance
with the terms of such agreement, be duly and validly authorized,
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By /s/ Jon D. Sawyer
Jon D. Sawyer
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation, by
reference in the Form S-8 Registration Statement, of our report dated December
22, 1997 with respect to the financial statements of ASHA Corporation included
in ASHA Corporation's Form 10-KSB for its fiscal year ended September 30, 1997
filed with the Securities and Exchange Commission.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 18, 1998
