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As filed with the Securities and Exchange Commission on December 27, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAM COMMERCE SOLUTIONS, 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)
2000 NONSTATUTORY 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)
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, 500,000 $3.125 $1,562,500 $390.63
$.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 of the high and low prices of the Common Stock on the
Nasdaq National Market on December 22, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") by CAM Commerce Solutions, Inc. (the "Company"
or the "Registrant") are hereby incorporated by reference in this registration
statement except as superseded or modified herein:
(a) the Annual Report on Form 10-K for the year ended September 30,
2000, including any amendment or reports filed for the purpose of updating such
description; and
(b) the description of the Registrant's common stock that is contained
in the Registrant's registration statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the time a post- effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as modified or superseded, to constitute
a part of this registration statement.
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 Company's Certificate of Incorporation provides that no director of
the Company shall be liable to the Company or its stockholders for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) intentional or negligent payments of unlawful dividends or stock
redemptions under Section 174 of the Delaware General Corporation Law or (iv)
any transaction from which the director derived an improper personal benefit.
Such limitation of liability is subject to Section 145 of the Delaware General
Corporation Law which authorizes a corporation to indemnify any persons who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent or such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer, director, employee
or agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the name
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. The Company's Certificate of Incorporation makes
provision for indemnification in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company has been informed by the Securities and Exchange
Commission that such indemnification may be against public policy.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
5.1 Opinion of Haddan & Zepfel LLP
23.1 Consent of Independent Auditors
23.2 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(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 (the "Securities Act");
(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,
represents a fundamental change in the information set forth in this
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 this registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 pubic 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 Securities Act and will be governed by the final
adjudication of such issue.
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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
December 22, 2000.
CAM COMMERCE SOLUTIONS, 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 Commerce Solutions,
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
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<CAPTION>
Signatures Title Date
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<S> <C> <C>
s/Geoffrey D. Knapp Chief Executive Officer, December 22, 2000
-------------------------------- Secretary, Chairman of the
Geoffrey D. Knapp Board of Directors
(Principal Executive Officer)
s/David Frosh President, Director December 22, 2000
--------------------------------
David Frosh
s/Paul Caceres, Jr. Chief Financial Officer December 22, 2000
-------------------------------- (Principal Financial Officer)
Paul Caceres, Jr. (Principal Accounting Officer)
s/Corley Phillips Director December 22, 2000
--------------------------------
Corley Phillips
s/Walter W. Straub Director December 22, 2000
---------------------------------
Walter W. Straub
Director December __, 2000
---------------------------------
Scott Broomfield
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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<S> <C> <C>
5.1 Opinion of Haddan & Zepfel LLP.
23.1 Consent of Independent Auditors
23.2 Consent of Haddan & Zepfel (contained in Exhibit 5.1).
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