<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRUEVISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-016747
(State of Incorporation) (I.R.S. Employer Identification Number)
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2500 WALSH AVENUE
SANTA CLARA, CA 95051
(408) 562-4200
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1997 EQUITY INCENTIVE PLAN
1990 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
R. John Curson
Senior Vice President, Chief Financial Officer and Secretary
Truevision, Inc.
2500 Walsh Avenue
Santa Clara, CA 95051
(408) 562-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
Copies to:
JULIA L. DAVIDSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common Stock 650,000 $0.68755 $446,907.25 $124.24
(par value $.001)
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Act"). The offering price per share and
aggregate offering price for the unissued stock options are based upon
the average of the high and low prices of Registrant's Common as
reported on the Nasdaq National Market System on November 11, 1998.
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 200,000 shares of the Registrant's
Common Stock to be issued pursuant to the Registrant's 1990 Employee Stock
Purchase Plan (the "1990 Plan"), as amended and an additional 450,000 shares
of the Registrant's Common Stock to be issued pursuant to the 1997 Equity
Incentive Plan (the "1997 Plan"), as amended. The Registration Statements on
Form S-8 previously filed with the Commission relating to the 1990 Plan (File
No. 33-38886) and the 1997 Plan (File No. 333-50631) are incorporated by
reference herein.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages.
2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Santa Clara, State of California, on November 17,
1998.
TRUEVISION, INC.
By: /s/ Louis J. Doctor
-----------------------------------
Louis J. Doctor
President and Chief Executive Officer
3.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Louis J. Doctor and R. John Curson,
and each or any one of them, his true and lawful attorney-in-fact and agent,
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 all exhibits thereto, and other documents in connection
therewith, with the 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 in connection
therewith, 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 any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------ ------------------
<S> <C> <C>
/s/ Walter W. Bregman Chairman of the Board of November 17, 1998
- ------------------------------ Directors
Walter W. Bregman
/s/ Louis J. Doctor President, Chief Executive November 17, 1998
- ------------------------------ Officer and Director
Louis J. Doctor (PRINCIPAL EXECUTIVE OFFICER)
/s/ R. John Curson Senior Vice President, Chief November 17, 1998
- ------------------------------ Financial Officer and Secretary
R. John Curson (PRINCIPAL FINANCIAL OFFICER
and PRINCIPAL ACCOUNTING OFFICER)
/s/ Kieth E. Sorenson Director November 17, 1998
- ------------------------------
Kieth E. Sorenson
/s/ Conrad J. Wredberg Director November 10, 1998
- ------------------------------
Conrad J. Wredberg
/s/ William H. McAleer Director November 17, 1998
- ------------------------------
William H. McAleer
</TABLE>
4.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on signature pages
<PAGE>
EXHIBIT 5.1
JULIA L. DAVIDSON
DIRECT: (650) 843-5127
INTERNET: [email protected]
November 17, 1998
Truevision, Inc.
2500 Walsh Avenue
Santa Clara, CA 95051
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Truevision, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of 200,000 shares of the Company's
Common Stock, $.001 par value, pursuant to the Company's 1990 Employee Stock
Purchase Plan and an additional 450,000 shares of the Company's Common Stock,
$.001 par value (collectively, the "Shares") pursuant to 1997 Equity
Incentive Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and Bylaws, as
amended and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and the related Prospectus, will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable
when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Julia L. Davidson
-------------------------------
Julia L. Davidson
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 13, 1998 which appears on
page 26 of the Annual Report of Truevision, Inc. on Form 10-K for the year
ended June 27, 1998.
/s/ PricewaterhouseCoopers LLP
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PRICEWATERHOUSECOOPERS LLP
San Jose, California
November 16, 1998
