As filed with the Securities and Exchange Commission on June 6, 1995
Registration No. 33-
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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CAERE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 94-2250509
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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100 Cooper Court
Los Gatos, California 95030
(Address of Principal Executive Offices)
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1992 Non-Employee Directors' Stock Option Plan
Assumed Options of Calera Recognition Systems, Inc.
(Full title of the plans)
Robert G. Teresi
Chairman and Chief Executive Officer
Caere Corporation
100 Cooper Court
Los Gatos, California 95030
(408) 395-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies to:
Lee F. Benton, Esq.
Peter F. Stone, Esq.
Cooley Godward Castro Huddleson & Tatum
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306-2155
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Total Number of Pages: 8
Exhibit Index at Page: 6
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options &
Common Stock 131,306 $2.73-$7.94 $674,253.46 $232.50
(par value $.001)
=====================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c),(f),(h)(1), based upon (i)
$2.73 - $4.09, the exercise prices of 81,306 options outstanding under
former Calera Recognition Systems, Inc. stock option plans assumed by
the Registrant on December 20, 1994 and converted into options to
purchase Registrant's Common Stock pursuant to an Agreement and Plan of
Reorganization dated October 14, 1994, and (ii) $7.94, the average of
the high and low prices of Registrant's Common Stock on June 2, 1995 as
reported on the NASDAQ National Market System, for 50,000 shares
reserved for issuance pursuant to the 1992 Non-Employee Directors'
Stock Option Plan for which the exercise price is not known.
=====================================================
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8 NO. 33-49114 AND 33-87824
The contents of Registration Statements on Form S-8 No. 33-49114 and
33-87824 filed with the Securities and Exchange Commission on July 1, 1992, and
December 23, 1994, respectively, are incorporated by reference herein.
EXHIBITS
Exhibit
Number
5 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Cooley Godward Castro Huddleson & Tatum
is contained in Exhibit 5 to this Registration
Statement
24 Power of Attorney is contained on the signature
pages.
<PAGE>
SIGNATURES
The Registrant. 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 Los Gatos, County of
Santa Clara, State of California, on June 6, 1995.
CAERE CORPORATION
By /s/ Blanche M. Sutter
Blanche M. Sutter
Vice President, Finance,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Teresi and Blanche M. Sutter,
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.
<PAGE>
3.
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
<S> <C> <C>
/s/ Robert G. Teresi Chief Executive Officer June 6, 1995
- --------------------------------
Robert G. Teresi Chairman of the
Board and Director
(Principal Executive
Officer)
/s/ Blanche M. Sutter Vice President, Finance, June 6, 1995
- -------------------------------
Blanche M. Sutter Chief Financial Officer
and Secretary (Principal
Financial and Accounting
Officer)
/s/ James K. Dutton Director June 6, 1995
- -------------------------------
James K. Dutton
Director June , 1995
Sidney S. Kahn
/s/ Wayne E. Rosing Director June 6, 1995
- ------------------------------
Wayne E. Rosing
/s/ Frederick W. Zuckerman Director June 6, 1995
- ----------------------------
Frederick W. Zuckerman
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
5 Opinion of Cooley Godward Castro 7
Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick LLP 8
23.2 Consent of Cooley Godward Castro 7
Huddleson & Tatum is contained
in Exhibit 5 to this Registration
Statement.
24 Power of Attorney is contained on 4
the signature pages.
<PAGE>
June 6, 1995
Caere Corporation
100 Cooper Court
Los Gatos, California 95030
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Caere Corporation (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 50,000 shares of the Company's Common
Stock, $.001 par value, (the "Common Stock") pursuant to its 1992 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan") and up to 81,306 shares of
the Common Stock assumed by the Company pursuant to the Agreement and Plan of
Reorganization dated October 14, 1994 between the Company and Calera Recognition
Systems, Inc. ("Calera") formerly outstanding pursuant to Calera's 1983
Incentive Stock Option Plan, 1993 Stock Option Plan and 1992 Executive Stock
Option Plan and any individual non-plan options ("Calera Options")
(collectively, the "Shares").
In connection with this opinion, we have examined the Agreement and Plan of
Reorganization, Registration Statement and related Prospectuses, your
Certificate of Incorporation and By-laws, 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 Directors' Plan,
the Calera Options, the Registration Statement and related Prospectuses, 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 CASTRO
HUDDLESON & TATUM
By: /s/ Peter F. Stone
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Peter F. Stone
<PAGE>
Consent of Independent Auditors
The Board of Directors
Caere Corporation
We consent to incorporation by reference in the registration statement on Form
S-8 of Caere Corporation of our report dated January 27, 1995, relating to the
consolidated balance sheets of Caere corporation and subsidiary as of December
31, 1994, and 1993, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1994, and the related schedule, which report appears
in the December 31, 1994, annual report on Form 10-K of Caere Corporation.
/S/ KPMG Peat Marwick LLP
Palo Alto, California
June 5, 1995
