<PAGE>
As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 333-_______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SYNCRONYS SOFTCORP
----------------------------------------------------
Exact name of Registrant as specified in its charter
Nevada 33-0653223
- ------------------------------- --------------------------
(State or other Jurisdiction of (I.R.S. Employer Identifi-
Incorporation or Organization) cation Number)
3958 Ince Boulevard, Culver City, California 90232
------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
1995 Stock Option Plan
------------------------
(Full title of the plan)
Rainer Poertner, President
3958 Ince Boulevard
Culver City, California 90232
(310) 842-9203
- ------------------------------------------------------------------------------
(Name, address and telephone number,including area code, of agent for service)
Copy to: Jon D. Sawyer, Esq.
Krys Boyle Freedman Scott & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202
(303) 893-2300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
Amount Proposed Maxi- Proposed Maxi- Amount
Title of Securities to be mum Offering mum Aggregate of Regis-
to be Registered Registered Price Per Share Offering Price tration
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $3.9491<FN1> $7,898,200 $2,393.39
$.0001 Par Value
- -----------------------------------------------------------------------------
<FN>
<FN1>
Based on the average of the exercise prices of the options outstanding under
the 1995 Stock Option Plan as to 1,837,373 shares and the average of the
closing bid and ask prices of the Registrant's Common Stock on March 19, 1997,
as reported on the OTC Bulletin Board as to the remaining 162,627 shares.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Syncronys Softcorp (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 Annual Report on Form 10-KSB for the year ended June
30, 1996.
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996.
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1996.
(4) The Company's Current Report on Form 8-K, as amended, dated December
5, 1996.
(5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act (SEC File No. 0-25736), declared effective on May 20, 1995.
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 only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, Director or Officer of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such, is as follows:
(a) Subsection (1) of Section 78.751 of the Nevada Corporation Law
empowers a corporation to "indemnify any person who 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,
except 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 the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of
-2-
<PAGE>
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 the
action, suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful."
Subsection (2) of Section 78.751 empowers a corporation to "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 the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnify for such expenses as the court
deems proper."
Subsection 78.751(3) further provides that "to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue or matter herein,
he must be indemnified by the corporation against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with
the defense."
(b) Article VII of the Registrant's Articles of Incorporation
provides that the Corporation may indemnify directors, officers, employees and
agents to the full extent allowed for under the Nevada Business Corporation
Act.
(c) Article XI of the Articles of Incorporation of the Registrant
provides that no director, officer or stockholder of the Company shall be
personally liable for damages for breach of fiduciary duty as a director or
officer; provided, that this provision shall not eliminate liability of a
director or officer for acts or omissions involving intentional misconduct,
fraud or a knowing violation of law or payments or distributions in violation
of Nevada law.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
-3-
<PAGE>
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER TITLE
4.1 Articles of Incorporation (Incorporated by reference
to Exhibit 2 to Registrant's Form 8-A Registration
Statement (No. 0-25736)
4.2 Bylaws (Incorporated by reference to Exhibit No. 3
to Registrant's Form 8-A Registration Statement
(No. 0-25736)
5 Opinion of Krys Boyle Freedman Scott & Sawyer, P.C.
as to the legality of the securities being registered
23.1 Consent of Krys Boyle Freedman Scott & Sawyer, P.C.
(contained in its opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP, Certified Public
Accountants
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.
-4-
<PAGE>
(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.
-5-
<PAGE>
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 Culver City, State of California, on the 19th
day of March, 1997.
SYNCRONYS SOFTCORP
By/s/ Rainer Poertner
Rainer Poertner, President
Pursuant to the requirements of the Securities Act of 1933, this
egistration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Daniel G. Taylor Chairman of the Board, March 19, 1997
Daniel G. Taylor Executive Vice President
of Marketing and Secretary
/s/ Rainer Poertner Chief Executive Officer, March 19, 1997
Rainer Poertner President and a Director
/s/ Barbara Velline Chief Financial Officer March 19, 1997
Barbara Velline (Principal Accounting
Officer)
/s/ Lloyd I. Baron Director March 19, 1997
Lloyd I. Baron
/s/ Jon D. Sawyer Director March 19, 1997
Jon D. Sawyer
KRYS BOYLE FREEDMAN SCOTT & SAWYER, P.C.
Attorneys at Law
600 17th Street, Suite 2700 South
Denver, Colorado 80202
March 20, 1997
Syncronys Softcorp
3958 Ince Boulevard
Culver City, California 90232
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for Syncronys Softcorp, a Nevada corporation (the
"Company") in connection with its registration under the Securities Act of
1933, as amended (the "Act"), of 2,000,000 shares of common stock which may be
issued upon the exercise of options granted under the Company's 1995 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 Nevada, 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 2,000,000 shares of the Company's $.0001 par value common stock which may
be issued upon the exercise of options under the 1995 Stock Option Plan will,
upon the purchase, receipt of full payment, issuance and delivery in
accordance with the terms of such options, 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 SCOTT & SAWYER, P.C.
By /s/ Jon D. Sawyer
Jon D. Sawyer
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Syncronys Softcorp, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Syncronys Softcorp of our report dated August 16, 1996 relating to
the balance sheet of Syncronys Softcorp as of June 30, 1996 and the related
statements of operations, stockholders' equity and cash flows for each of the
years in the two-year period ended June 30, 1996, which report is included in
the 1996 Annual Report on Form 10-KSB of Syncronys Softcorp.
/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
March 14, 1997
Long Beach, California
