As filed with the Securities and Exchange Commission on May 21, 1997
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MERIDIAN DATA, INC.
(Exact name of Registrant as specified in its charter)
California 77-0188708
(State of other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
5615 Scotts Valley Drive
Scotts Valley, California 95066
(Address of Principal Executive Offices,Zip Code)
1992 Employee Stock Purchase Plan
(Full title of the plan)
------------------------
Gianluca U. Rattazzi
President, Chief Executive Officer
and Director
Meridian Data, Inc.
5615 Scotts Valley Drive
Scotts Valley, California 95066
(408)438-3100
(NAME, ADDRESS, AND TELEPHONE NUMBER,INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Robert D. Brownell, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
Title of Securities to Amount to be Registered Proposed Maximum Offering Proposed Maximum Amount of Registration
be Registered (1) Price Per Share (2) Aggregate Offering Fee
Price
- -------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock (no par
value per share) 100,000 $3.813 $381,300 $116.00
- -------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
<FN>
(1) The shares covered by this Registration Statement represent shares of
Common Stock which have become available for issuance under the Registrant's
1992 Employee Stock Purchase Plan as a result of an amendment approved by
the shareholders at the Registrant's Annual Meeting held on April 23, 1997
increasing the number of shares authorized for issuance thereunder from
200,000 to 300,000.
(2) Calculated solely for the purpose of determining the registration fee on
the basis of the average of the high and low prices of the Registrant's
Common Stock as reported by the Nasdaq National Market System on May 19,
1997 in accordance with Rule 457(h)(1).
</FN>
</TABLE>
<PAGE>
Statement Under General Instruction E Registration of Additional Securities.
Unless as noted herein, the contents of the Registrant's Form S-8
Registration Statement (File No.33-62084), filed under the Registrant's
previous name, "Parallan Computer, Inc.," is incorporated by reference into this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5.1 Opinion of counsel as to legality of Securities being registered.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
<PAGE>
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 Scotts Valley, State of California, on this 19th day
of May 1997.
MERIDIAN DATA, INC.
By: /s/ Gianluca U. Rattazzi
Gianluca U. Rattazzi
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Gianluca U.
Rattazzi and Erik E. Miller jointly and severally, his attorneys-in-
fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement on
Form S-8 and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his substitute or substitutes, may 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.
Signatures Title Date
/s/Charlie Bass Chairman of the Board May 21, 1997
CHARLIE BASS of Directors
/s/Gianluca U. Rattazzi President, Chief Executive May 21, 1997
GIANLUCA U. RATTAZZI Officer and Director
/s/ Erik E. Miller Senior Vice President, May 21, 1997
ERIC E. MILLER Finance and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Peter R. Johnson Director May 21, 1997
PETER R. JOHNSON
/s/ Mario M. Rosati Director May 21, 1997
MARIO M. ROSATI
/s/ Pierluigi Zappacosta Director May 21, 1997
PIERLUIGI ZAPPACOSTA
<PAGE>
Index to Exhibits
Exhibit Number Description of Document Page
-------------- ------------------------------------- ----
5.1 Opinion of counsel as to legality of
Securities being registered. E-2
23.1 Consent of Price Waterhouse LLP,
Independent Accountants. E-3
23.2 Consent of counsel (contained in
Exhibit 5.1). E-2
24.1 Power of Attorney (see page 5). 5
<PAGE>
Exhibit 5.1
May 21, 1997
Meridian Data, Inc.
5615 Scotts Valley Drive
Scotts Valley, California 95066
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Meridian Data, Inc.,
a California corporation (the "Registrant" or "you"), with the
Securities and Exchange Commission on or about May 21, 1997, in
connection with the registration under the Securities Act of 1933, as
amended, of shares of your Common Stock, no par value (the "Shares"),
reserved for issuance pursuant to the 1992 Employee Stock Purchase
Plan, as amended (the "Plan"). As your legal counsel in connection
with this transaction, we have reviewed the proceedings taken by you
in connection with the issuance and sale of the Shares pursuant to the
Plan.
It is our opinion that, when issued and sold in the
manner described in the Plan and pursuant to the agreements that
accompany each grant under the Plan, the Shares will be legally and
validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to
the Registration Statement, and further consent to the use of our name
wherever appearing in the Registration Statement and any subsequent
amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<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 January 28, 1997, appearing in the
1996 Annual Report of Meridian Data, Inc. on Form 10-K for the year ended
December 31, 1996. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears in such Annual Report
on Form 10-K.
PRICE WATERHOUSE LLP
San Jose, California
May 19, 1997
