<PAGE>
As filed with the Securities and Exchange Commission on October 12, 1995
Registration No. 33 ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
C.I.S. TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 73-1199382
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
Incorporation or
organization)
C.I.S. Technologies, Inc.
1995 Stock Incentive Plan
(Full title of the Plan)
Philip D. Kurtz
Chairman of the Board and Chief Executive Officer
6100 South Yale, Suite 1900
Tulsa, Oklahoma 74136
(918) 496-2451
(Name, address, including zip code, and telephone number
including area code of agent for service)
Copies To:
Thomas G. Noulles
Pray, Walker,
Jackman, Williamson
& Marlar
900 ONEOK Plaza
Tulsa, Oklahoma
74103
_______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount
class of securities to be price per offering of
to be registered registered share(1) price(1) registration
fee
<C> <C> <C> <C> <C>
Common Stock, $.01 per share 3,818,630 $4.00 $15,274,520.00 $5,267.11
shares
</TABLE>
(1) Estimated solely for purposes of computing the registration fee
pursuant to Rule 457(c), upon the average of the high and low prices
as reported on NASDAQ on October 9, 1995.
_______________________________
The Registration Statement shall become effective upon filing
in accordance with Rule 462 under the Securities Act of 1933.
Exhibit Index Appears on Page 5
Page 1 of 8 Pages <PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2.Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933 and the first Note to Part I.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in
this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, as filed with the Securities and
Exchange Commission on April 14, 1995.
(2) The Registrant's Quarterly Reports on Form 10-Q for the
periods ending March 31, 1995 and June 30, 1995, as filed with the
Securities and Exchange Commission on May 10, 1995 and August 14,
1995, respectively, and the amendment to the March 31, 1995 Form
10-Q as filed on Form 10-Q/A on May 16, 1995.
(3) The Registrant's Current Reports on Form 8-K as filed with
the Securities and Exchange Commission on May 19, 1995 and June 15,
1995, and Form 8-K/A filed on August 14, 1995.
(4) The Registrant's Form 10-C as filed with the Securities and
Exchange Commission on August 19, 1995.
(5) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on Form 10, as filed with the
Securities and Exchange Commission on March 5, 1987, pursuant to
Section 12(g) of the 1934 Act, including any amendment to such
registration statement or report filed under the 1934 Act for the
purpose of updating such description.
In addition, all documents subsequently filed by Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 Bylaws of the Registrant provide that the Registrant shall
indemnify its officers and directors to the fullest extent
permitted by applicable law. Section 145 of the Delaware General
Corporation Law (the "DGCL") provides, in general, that each
director and officer of a corporation may be indemnified against
expenses (including attorneys' fees, judgments, fines and amounts
paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of any threatened, pending or
completed legal proceedings in which he or she is involved by
reason of the fact that he or she is or was a director or officer,
if he or she acted in good faith and in a manner that he or she
reasonably believed to be in, or not opposed to, the best interests
of the corporation, and, with respect to any criminal action or
proceeding, if he or she had no reasonable cause to believe that
his conduct was unlawful. If the legal proceeding, however, is by
or in the right of the corporation, the director or officer may not
be indemnified in respect of any claim, issue or matter as to which
he or she shall have been adjudged to be liable to the corporation
except to the extent the court in which such legal proceeding was
brought determines such person is fairly and reasonably entitled to
indemnity.
Exhibit Index Appears on Page 5
Page 2 of 8 Pages <PAGE>
<PAGE>
As permitted by Section 102 of DGCL, the Certificate of
Incorporation of the Registrant provides that no director of the
Registrant shall be personally liable to the corporation or its
stockholders for monetary damages for breach of his fiduciary duty
as a director, provided, however, that such provision shall not
apply to any liability of a director (1) for any breach of a
director's duty of loyalty to the Registrant or its stockholders,
(2) for acts or omissions that are not in good faith or involve
intentional misconduct or a knowing violation of the law, (3) under
Section 174 of the DGCL, or (4) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits at page 5 hereof.
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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
1 5 ( 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.
(b) The undersigned Registrant hereby further 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 Section 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 the foregoing
provisions, 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.
Exhibit Index Appears on Page 5
Page 3 of 8 Pages <PAGE>
<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
Tulsa, State of Oklahoma, on October 12, 1995.
C.I.S. TECHNOLOGIES, INC.
By /s/ Philip D. Kurtz
----------------------------
Philip D. Kurtz
Chairman of the Board
and Chief Executive Officer
By: /s/ Rebecca L. Speight By /s/ James L. Hersma
-------------------------- -----------------------------
Rebecca L. Speight James L. Hersma
Principal Accounting Officer President and Chief Operating
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip D. Kurtz and James L.
Hersma, and each of them, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution,
for him and in his 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 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his
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 date indicated:
<TABLE>
<CAPTION>
Signatures Title Date
<C> <C> <C>
/s/ Philip D. Kurtz Chairman of the Board October 12, 1995
---------------------- and Chief Executive ----------------
Officer and Director
/s/ James L. Hersma President and Chief October 12, 1995
---------------------- Operating Officer ----------------
and Director
/s/ John D. Platt Director October 12, 1995
---------------------- ----------------
John D. Platt
/s/ Dennis D. Pointer Director October 12, 1995
---------------------- ----------------
Dennis D. Pointer
/s/ Robert J. Simmons Director October 12, 1995
---------------------- ----------------
Robert J. Simmons
/s/ N. Thomas Suitt Director October 12, 1995
---------------------- ----------------
N. Thomas Suitt
</TABLE>
Exhibit Index Appears on Page 5
Page 4 of 8 Pages <PAGE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
<S><C> <C>
4 Instruments defining the rights of security holders,
including indentures.
Not applicable.
5 Opinion regarding legality. 6
15 Letter regarding unaudited interim financial information.
Not applicable.
23 Consent of experts and counsel. 7-8
24 Power of attorney.
See Signature Page 4.
27 Financial Data Schedule.
Not applicable.
28 Information from reports furnished to state insurance
regulatory authorities.
Not applicable.
99 Additional exhibits.
Not applicable.
</TABLE>
Page 5 of 8 Pages <PAGE>
<PAGE>
EXHIBIT 5
Opinion Regarding Legality
October 12, 1995
C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK 74136
Re: Registration Statement on Form S-8
Gentlemen:
As legal counsel to C.I.S. Technologies, Inc. (the "Company"), we have
reviewed the Company's Registration Statement on Form S-8, to be filed with
the Securities and Exchange Commission under the Securities Act of 1933,
relating to 3,818,630 shares of the Company's common stock, $0.01 par
value (the "Shares"), to be issued pursuant to the Company's 1995 Stock
Incentive Plan (the "Plan").
In this connection, we have examined and considered the original or copies,
certified or otherwise identified to our satisfaction, of the Company's
certificate of incorporation, as amended, bylaws, resolutions of its board
of directors, officer's certificates and such other documents and corporate
records relating to the Company as we deemed appropriate for the purposes
of rendering this opinion.
Based upon the foregoing, it is our opinion that the Shares to be issued to
participants in the Plan will, when sold and paid for pursuant to the
terms of the Plan, be legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Pray, Walker, Jackman, Williamson & Marlar
PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR
Exhibit Index Appears on Page 5
Page 6 of 8 Pages <PAGE>
<PAGE>
EXHIBIT 23
Consent of Experts and Counsel --
Consent of Independent Accountants
We consent to the incorporation by reference in the registration
statement of CIS Technologies, Inc. on Form S-8 (File No. _________)
of our report dated February 7, 1995, on our audits of the consolidated
financial statements and financial statement schedule of CIS Technologies,
Inc. as of December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994, which report is included in the
Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
October 12, 1995
Exhibit Index Appears on Page 5
Page 7 of 8 Pages <PAGE>
<PAGE>
Consent of Legal Counsel
October 12, 1995
C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK 74136
Re: Registration Statement on Form S-8/1995 Stock
Incentive Plan
Gentlemen:
We hereby consent to the inclusion of our opinion as an exhibit to the
captioned Registration Statement.
Very truly yours,
/s/ Pray, Walker, Jackman, Williamson & Marlar
PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR
Exhibit Index Appears on Page 5
Page 8 of 8 Pages <PAGE>
