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As filed with the Securities and Exchange Commission on June 4, 1998
Registration No. 333-
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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
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SPATIAL TECHNOLOGY INC.
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(Exact name of registrant as specified in its charter)
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Delaware 84-1035353
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(State of Incorporation) (I.R.S. Employer Identification No.)
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2425 55th Street, Suite 100
Boulder, Colorado 80301
(303) 449-0649
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(Address of principal executive offices)
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1996 Equity Incentive Plan
Employee Stock Purchase Plan
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(Full title of the plans)
R. Bruce Morgan
President and Chief Operating Officer
Spatial Technology Inc.
2425 55th Street, Suite 100
Boulder, Colorado 80301
(303) 449-0649
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(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
Michael L. Platt, Esq.
Cooley Godward LLP
2595 Canyon Boulevard, Suite 250
Boulder, Colorado 80302-6737
(303) 546-4000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING
BE REGISTERED AMOUNT TO BE SHARE(2) PRICE(2) AMOUNT OF
REGISTERED(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.01) 200,000 $ 2.25 $ 450,000 $ 295.00
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</TABLE>
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(1) Comprised of 125,000 and 75,000 shares of Common Stock to be
registered under the 1996 Equity Incentive Plan, as amended, and the
Employee Stock Purchase Plan, as amended, respectively.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and
low price of Registrant's Common Stock within the five business days
prior to June 4, 1998 as reported on the American Stock Exchange for
shares subject to options to be granted under the 1996 Equity
Incentive Plan, as amended, and the Employee Stock Purchase Plan, as
amended. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.
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2.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-14429
The following documents filed by Spatial Technology Inc., a Delaware
corporation (the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The contents of Registration Statement on Form S-8 No. 333-14429
filed with the Securities and Exchange Commission on October 18, 1996;
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(c) All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") 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 herein and to be a part of this registration statement
from the date of the filing of such reports and documents.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Stock offered pursuant to
the 1996 Equity Incentive Plan, as amended and the Employee Stock Purchase Plan,
as amended will be passed upon for the Company by Cooley Godward LLP.
EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER
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<S> <C>
5 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1* 1996 Equity Incentive Plan, as amended as of March 31, 1998.
99.2* Employee Stock Purchase Plan, as amended as of March 31, 1998.
</TABLE>
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* Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A,
dated April 9, 1998.
3.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Boulder, State of Colorado, on June 4, 1998.
SPATIAL TECHNOLOGY INC.
By: /s/ R. Bruce Morgan
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R. Bruce Morgan
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Bruce Morgan and Richard M. Sowar, 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
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 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Richard M. Sowar Chief Executive Officer and Director June 4, 1998
- ---------------------------------- (Principal Executive Officer)
Richard M. Sowar
President, Chief Operating Officer
/s/ R. Bruce Morgan and Director (Principal Financial and June 4, 1998
- ---------------------------------- Accounting Officer)
R. Bruce Morgan
/s/ Fred F. Nazem Chairman of the Board of Directors June 4, 1998
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Fred F. Nazem
/s/ Philip E. Barak Director June 4, 1998
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Philip E. Barak
/s/ H. Robert Gill Director June 4, 1998
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H. Robert Gill
/s/ M. Thomas Hull Director June 4, 1998
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M. Thomas Hull
</TABLE>
4.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
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<S> <C> <C>
5 Opinion of Cooley Godward LLP 6
23.1 Consent of KPMG Peat Marwick LLP 7
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this 6
Registration Statement
24 Power of Attorney is contained on the signature pages. 4
99.1* 1996 Equity Incentive Plan, as amended
99.2* Employee Stock Purchase Plan, as amended.
</TABLE>
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* Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A,
dated April 9, 1998.
5.
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[LETTERHEAD OF COOLEY GODWARD LLP]
EXHIBIT 5
June 4, 1998
Spatial Technology Inc.
2425 55th Street, Suite 100
Boulder, Colorado 80301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Spatial Technology Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 125,000 shares of the
Company's Common Stock, $.01 par value, pursuant to its 1996 Equity Incentive
Plan and up to 75,000 shares of the Company's Common Stock, $.01 par value,
pursuant to its Employee Stock Purchase Plan (collectively, the "Shares" and 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 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/ Michael L. Platt
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Michael L. Platt
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Spatial Technology Inc.:
We consent to the use of our report dated January 23, 1998 incorporated herein
by reference.
KPMG PEAT MARWICK LLP
Denver, Colorado
June 3, 1998
