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As filed with the Securities and Exchange Commission on June 26, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAM DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3866450
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17520 NEWHOPE STREET, SUITE 100
FOUNTAIN VALLEY, CALIFORNIA 92708
(Address of Principal Executive Office)(Zip Code)
AMENDED 1993 STOCK OPTION PLAN
(Full title of the plans)
JULIUS BLUMBERG, INC.
62 WHITE STREET
NEW YORK, NEW YORK 10013
(Name and address of agent for service)
(212) 431-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 800,000(2) $2.625 $2,100,000 $636.36
$.001 par value
- -----------------------------------------------------------------------------------------------------------
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(1) Pursuant to Rule 457(c) and Rule 457(h), these prices were estimated
solely for the purpose of calculating the registration fee and are based
upon the average bid and asked price of the Common Stock on the over-
the-counter market on June 24, 1998.
(2) 400,000 shares to be issued under the 1993 Stock Option Plan prior to
its amendment have been previously registered.
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PART I
In accordance with General Instruction E to Form S-8, Cam Data Systems,
Inc. (the "Registrant") hereby incorporates by reference the contents of its
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission (the "Commission") on June 22, 1993 (File No. 33-64856).
2
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PART II
ITEM 8. EXHIBITS.
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<CAPTION>
NO. DESCRIPTION
- --- -----------
<C> <S>
4.1 Amendment to 1993 Stock Option Plan, effective May 9, 1996 (incorporated by reference
to the Registrant's Proxy Statement for its Annual Meeting of Shareholders, filed with the
Commission on March 18, 1996).
4.2 Amendment to 1993 Stock Option Plan, effective May 8, 1997 (incorporated by reference
to the Registrant's Proxy Statement for its Annual Meeting of Shareholders, filed with the
Commission on March 12, 1997).
4.3 Amendment to 1993 Stock Option Plan, effective May 7, 1998 (incorporated by reference
to the Registrant's Proxy Statement for its Annual Meeting of Shareholders filed with the
Commission on March 9, 1998).
5.1 Opinion of Haddan & Zepfel LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Haddan & Zepfel (contained in Exhibit 5.1).
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II-1
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SIGNATURES
THE REGISTRANT. 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 Fountain Valley, State of California, on June
26, 1998.
CAM DATA SYSTEMS, INC.
By: s/Geoffrey D. Knapp
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Geoffrey D. Knapp, Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Cam Data Systems, Inc, do
hereby constitute and appoint Geoffrey D. Knapp and Paul Caceres, or either of
them,with full power of substitution, our true and lawful attorneys and agents,
to do any and all acts and things in our name and behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or any
of them, may deem necessary or advisable in order to enable said corporation to
comply with the Securities Act of 1933, as amended, and all rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this registration statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we hereby ratify and confirm all that said attorneys and
agents, or any of them, 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 below by the following persons in the
capacities and on the date indicated
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
s/Geoffrey D. Knapp Chief Executive Officer, June 26, 1998
- -------------------------- Secretary, Chairman of the
Geoffrey D. Knapp Board of Directors
(Principal Executive Officer)
s/David Frosh President, Director June 26, 1998
- -----------------------------
David Frosh
s/Paul Caceres, Jr. Chief Financial Officer June 26, 1998
- ----------------------------- (Principal Financial Officer)
Paul Caceres, Jr. (Principal Accounting Officer)
Director June 26, 1998
- -----------------------------
Corley Phillips
Director June 26, 1998
- -----------------------------
Fred Haney
s/Walter W. Straub Director June 26, 1998
- -----------------------------
Walter W. Straub
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II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
<C> <S> <C>
4.1 Amendment to 1993 Stock Option Plan, effective May 9,
1996 (incorporated by reference to the Registrant's Proxy
Statement for its Annual Meeting of Shareholders,
filed with the Commission on March 18, 1996).
4.2 Amendment to 1993 Stock Option Plan, effective May 8,
1997 (incorporated by referenced to the Registrant's Proxy
Statement for its Annual Meeting of Shareholders,
filed with the Commission on March 12, 1997).
4.3 Amendment to 1993 Stock Option Plan, effective May 7,
1998 (incorporated by reference to the Registrant's Proxy
Statement for its Annual Meeting of Shareholders filed
with the Commission on March 9, 1998).
5.1 Opinion of Haddan & Zepfel LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Haddan & Zepfel (contained in Exhibit 5.1).
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EXHIBIT 5.1
HADDAN & ZEPFEL LLP
Attorneys at Law
4675 MacArthur Court, Suite 710
Newport Beach, California 92660
(949) 752-6100
Facsimile (949) 752-6161
June 26, 1998
Cam Data Systems, Inc.
17520 Newhope Street
Fountain Valley, California 92708
Re: Registration of Shares of Common Stock Issuable
Pursuant to the 1993 Stock Option Plan
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Dear Sirs:
We have examined a copy of the Registration Statement on Form S-8 (the
"Registration Statement") of Cam Data Systems, Inc., a Delaware corporation (the
"Company"), for the registration under the Securities Act of 1933, as amended,
of up to 800,000 additional shares of the Company's Common Stock, par value
$0.001 per share (the "Shares") issuable upon exercise of options granted
pursuant to the 1993 Stock Option Plan of the Company, as amended (the "Plan").
We have also examined the Certificate of Incorporation of the Company, the Plan,
and such other corporate records and other documents as we have deemed necessary
in order to express the opinion set forth below.
We are of the opinion that, upon exercise of the options granted under
the Plan, and payment in full of the exercise price therefor, such Shares will
have been duly authorized, validly issued, and fully paid and nonassessable
shares of Common Stock of the Company under the laws of the State of Delaware,
where the Company is incorporated.
We hereby consent to the reference to this firm under Item 5 of the
Registration Statement and to the filing of this opinion, including this
consent, as an exhibit to the Registration Statement.
Very truly yours,
HADDAN & ZEPFEL LLP
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Amended 1993 Stock Option Plan of Cam Data Systems,
Inc. of our report dated November 14, 1997, with respect to the financial
statements of Cam Data Systems, Inc. included in the Annual Report (Form 10-K)
for the year ended September 30, 1997, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Orange County, California
June 26, 1998
