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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
DIGITAL SYSTEMS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
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WASHINGTON 91-1273645
<S> <C>
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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6464 - 185TH AVENUE N.E.
REDMOND, WASHINGTON 98052-5032
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
DIGITAL SYSTEMS INTERNATIONAL, INC.
1996 STOCK INCENTIVE COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
WILLIAM BRADFORD WELLER
ASSISTANT SECRETARY AND GENERAL COUNSEL
6464 - 185TH AVENUE N.E.
REDMOND, WASHINGTON 98052-5032
(206) 558-8272
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPY TO:
MICHAEL E. STANSBURY
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
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CALCULATION OF REGISTRATION FEE
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============================================================================================================================
Title of Securities Number to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered(1) Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 1,500,000 $15.188 $22,782,000 $6,903.64
par value per share
============================================================================================================================
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the 1996 Stock Incentive Compensation Plan as the result of any
future stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee.
The price per share is estimated to be $15.188 based on the average of
the high ($15.375) and low ($15) sales prices for the Common Stock
in the over-the-counter market on December 17, 1996 as reported on the
Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Registration Statement on Form S-4,
including any amendments thereto, filed on October 25, 1996;
(b) The Registrant's Registration Statement on Form S-3,
including any amendments thereto, filed on November 12, 1996;
(c) The Registrant's Current Report on Form 8-K, filed on
October 18, 1996;
(d) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended;
(e) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1996; and
(f) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on April 27, 1990 under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicate that the securities
offered hereby have been sold or which deregister the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transactions from which the
director personally receives a benefit in money, property or services to which
the director is not entitled. Article 7 of the Registrant's Restated Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
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ITEM 8. EXHIBITS
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Exhibit
Number Description
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<S> <C>
5.1 Opinion of Perkins Coie regarding legality of the Common Stock being
registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1* Digital Systems International, Inc. 1996 Incentive Stock Compensation Plan
</TABLE>
- ---------------
* Incorporated by reference from exhibits filed in connection with the
Registrant's Registration Statement on Form S-4 on October 25, 1996, as
amended.
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 this 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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
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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
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 Redmond, State of Washington, on the 23rd day of
December, 1996.
DIGITAL SYSTEMS INTERNATIONAL, INC.
/s/ Patrick S. Howard
----------------------------------------
By: Patrick S. Howard
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Patrick S. Howard and John J. Flavio, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all
post-effective amendments, and any related Rule 462(b) Registration Statement
and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 23rd day of December, 1996.
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SIGNATURE TITLE
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/s/ Patrick S. Howard Chairman, President and Chief Executive Officer (Principal
- --------------------------------------- Executive Officer)
Patrick S. Howard
/s/ John J. Flavio Senior Vice President and Chief Financial Officer (Principal
- --------------------------------------- Financial Officer)
John J. Flavio
/s/ Richard L. Anderson Vice President and Controller (Principal Accounting Officer)
- ---------------------------------------
Richard L. Anderson
/s/ Tom Alberg Director
- ---------------------------------------
Tom Alberg
/s/ H. Robert Gill Director
- ---------------------------------------
H. Robert Gill
/s/ Harvey N. Gillis Director
- ---------------------------------------
Harvey N. Gillis
/s/ David J. Ladd Director
- ---------------------------------------
David J. Ladd
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SIGNATURE TITLE
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<S> <C>
/s/ Robert S. Leventhal Director
- ---------------------------------------
Robert S. Leventhal
/s/ Cynthia Stroum Director
- ---------------------------------------
Cynthia Stroum
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INDEX TO EXHIBITS
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Exhibit Sequentially
Number Description Numbered Page
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<S> <C> <C>
5.1 Opinion of Perkins Coie regarding legality of the Common Stock being
registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1* Digital Systems International, Inc. 1996 Stock Incentive Compensation Plan
</TABLE>
__________________
* Incorporated by reference from exhibits filed in connection with the
Registrant's Registration Statement on Form S-4 on October 25, 1996, as
amended.
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Exhibit 5.1
December 23, 1996
Digital Systems International, Inc.
6464 - 185th Avenue N.E.
Redmond, Wa 98052-5032
RE: 1,500,000 SHARES OF COMMON STOCK ($.01 PAR VALUE PER SHARE) OF
DIGITAL SYSTEMS INTERNATIONAL, INC. (THE "COMPANY")
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 1,500,000 shares of
Common Stock, $.01 par value per share (the "Shares"), which are to be issued
pursuant to the Digital Systems International, Inc. 1996 Stock Incentive
Compensation Plan (the "Plan"). We have examined the Registration Statement and
such other documents and records of the Company as we have deemed relevant and
necessary for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that
the Shares that will be issued pursuant to the Plan, upon the due execution by
the Company and the registration by its registrar of the Shares and the
issuance thereof by the Company in accordance with the terms of the Plan, and
the receipt of consideration therefor in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PERKINS COIE
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PERKINS COIE
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Digital Systems International, Inc.
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
Seattle, Washington
December 19, 1996
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
ViewStar Corporation
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
San Jose, California
December 19, 1996
