As filed with the Securities and Exchange Commission on November 25, 1998
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TANGRAM ENTERPRISE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2214726
(State of Incorporation) (I.R.S. Employer Identification No.)
11000 Regency Parkway, Suite 401, Cary, NC 27511-8504
(Address of principal executive offices, including zip code)
1988 STOCK OPTION PLAN
(Full title of the plan)
John B. Wright, II, Esq.
800 The Safeguard Building, 435 Devon Park Drive
Wayne, PA 19087-1945
(Name and Address of Agent for Service)
(610) 293-0600
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share price fee
Common Stock, 1,464,824 (2) $2,695,605 $ 749.38
$.01 par value
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also registers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Calculated pursuant to Rule 457(c) and 457(h). The fee is computed based
upon the per share exercise price at which the outstanding options may
be exercised as follows: 949,697 shares at $1.50, 200,627 shares at
$2.1875, 214,500 shares at $1.25, 50,000 shares at $6.125 and 55,000
shares at $4.6875.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant has previously filed Registration Statements on Form S-8 (Nos.
33-31852, 33-39266 and 33-45127) (the "Previous Registration Statements") with
respect to an aggregate of 833,333 shares of Common Stock to be issued under its
1988 Stock Option Plan (the "1988 Plan"). The Registrant is filing this
Registration Statement to register an additional 1,464,824 shares of Common
Stock for issuance under the 1988 Plan, so that an aggregate of 2,298,157 shares
of Common Stock under the 1988 Plan shall be registered under the Securities Act
of 1933. The contents of the Previous Registration Statements are incorporated
herein by reference, including periodic reports that the Registrant filed after
the Previous Registration Statements to maintain current information about the
Registrant.
EXPERTS
The balance sheets of Tangram Enterprise Solutions, Inc. as of December 31, 1997
and 1996, and the related statements of operations, shareholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1997, incorporated by reference have been incorporated by reference herein in
reliance upon the reports of Ernst & Young LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
LEGAL OPINION AND INTERESTS OF COUNSEL
The validity of the issuance of the shares of Common Stock offered hereby has
been passed upon for the Company by John B. Wright, II, Esquire, 800 The
Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr. Wright is
Senior Corporate Counsel of Safeguard Scientifics, Inc. Safeguard Scientifics
(Delaware), Inc., a wholly owned subsidiary of Safeguard Scientifics, Inc.,
beneficially owns 10,448,738 shares of Common Stock of the registrant,
representing approximately 67% of the Company's outstanding shares of Common
Stock.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.
4.1 1988 Stock Option Plan, as amended (incorporated by reference to Exhibit
4.5 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994)
5.1 Opinion of John B. Wright, II, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel -- included in opinion filed as Exhibit 5 hereto
24.1 Power of Attorney (included with signature page of this Registration
Statement)
2
<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 Cary, North Carolina on November 23, 1998.
TANGRAM ENTERPRISE SOLUTIONS, INC.
By: /s/ W. Christopher Jesse
------------------------
W. Christopher Jesse, President and
Chief Executive Officer
3
<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. EACH PERSON IN SO SIGNING, ALSO MAKES, CONSTITUTES AND APPOINTS
W. CHRISTOPHER JESSE AND JOHN N. NELLI, AND EACH OF THEM, HIS TRUE AND LAWFUL
ATTORNEYS-IN-FACT, IN HIS NAME, PLACE, AND STEAD TO EXECUTE AND CAUSE TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS TO THIS
REGISTRATION STATEMENT.
Dated: Nov. 23, 1998 /s/ W. Christopher Jesse
--------------------------------------------
W. Christopher Jesse, President and
Chief Executive Officer and Director
(Principal Executive Officer)
Dated: Nov. 23, 1998 /s/ John N. Nelli
--------------------------------------------
John N. Nelli, Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: Nov. 23, 1998 /s/ Charles A. Root
--------------------------------------------
Charles A. Root, Chairman of the Board
Dated: Nov. ____, 1998
--------------------------------------------
Michael H. Forster, Director
Dated: Nov. 23, 1998 /s/ Steven F. Kuekes
--------------------------------------------
Steven F. Kuekes, Director
Dated: Nov. 23, 1998 /s/ John F. Owens
--------------------------------------------
John F. Owens, Director
Dated: Nov. 23, 1998 /s/ Carl G. Sempier
--------------------------------------------
Carl G. Sempier, Director
Dated: Nov. 23, 1998 /s/ Harry Wallaesa
--------------------------------------------
Harry Wallaesa, Director
Dated: Nov. 23, 1998 /s/ Carl Wilson
--------------------------------------------
Carl Wilson, Director
4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 1988 Stock Option Plan, as amended (incorporated by reference to
Exhibit 4.5 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994)
5.1 Opinion of John B. Wright, II, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel -- included in opinion filed as Exhibit 5 hereto
24.1 Power of Attorney (included with signature page of this Registration
Statement)
5
EXHIBIT 5.1
November 23, 1998
Tangram Enterprise Solutions, Inc.
11000 Regency Parkway, Suite 401
Cary, North Carolina 27511-8504
Gentlemen:
I have acted as counsel to Tangram Enterprise Solutions, Inc. (the
"Company"), and I am delivering this opinion in connection with the preparation
of the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") relating to an aggregate of
1,464,824 shares of Common Stock of the Company, $.01 par value per share (the
"Shares"), issuable upon the exercise of options granted under the Company's
1988 Stock Option Plan (the "Plan").
In this connection, I have reviewed the Company's Articles of
Incorporation, its Bylaws, resolutions of its Board of Directors and
shareholders, and such other documents and corporate records as I have deemed
appropriate in the circumstances. My opinion is limited solely to matters
governed by the laws of the Commonwealth of Pennsylvania and the federal laws of
the United States of America.
Based upon the foregoing and consideration of such questions of law as I
have deemed relevant, I am of the opinion that the issuance of Shares by the
Company upon the exercise of stock options properly granted under the Plan is
duly and validly authorized by all necessary corporate action of the Board of
Directors and shareholders of the Company, and such Shares, upon exercise of
such options and payment therefor in accordance with the terms of the Plan, and
upon execution of stock certificates to be issued therefor by a duly authorized
officer of ChaseMellon Shareholder Services, L.L.C., as transfer agent, will be
validly issued, fully paid and nonassessable shares of common stock of the
Company.
I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such opinion, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission.
This opinion is rendered to you in connection with the above-referenced
Registration Statement and may be relied on by you only in connection therewith.
No other person may rely on this opinion. This opinion may not be quoted by you
or any other person without my prior written consent.
My rendering of this opinion to you does not obligate me to render any
further opinion to you or to update this opinion at any time in the future.
Very truly yours,
/s/ John B. Wright, II
John B. Wright, II
Senior Corporate Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1988 Stock Option Plan of
Tangram Enterprise Solutions, Inc. and to incorporation by reference therein of
our report dated January 23, 1998, with respect to the financial statements and
schedule of Tangram Enterprise Solutions, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Raleigh, North Carolina
November 20, 1998
