AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1997
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
MERIDIAN DATA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0188708
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(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5615 SCOTTS VALLEY DRIVE
SCOTTS VALLEY, CALIFORNIA 95066
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
ZIP CODE)
1997 INCENTIVE STOCK PLAN
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(FULL TITLE OF THE PLAN)
GIANLUCA U. RATTAZZI
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PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
MERIDIAN DATA, INC.
5615 SCOTTS VALLEY DRIVE
SCOTTS VALLEY, CALIFORNIA 95066
(408) 438-3100
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(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 PRICE PER SHARE (1) AGGREGATE OFFERING FEE
PRICE
- -------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock (no par
value per share) 900,000 $3.813 $3,431,700 $1,040.00
- -------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
<FN>
(1) 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>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed by Meridian Data, Inc. (the "Company") with the
Securities and Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(2) The Company's Quarterly Report of Form 10-Q for the
quarter ended March 31, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(2) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed February 5,
1993, pursuant to Section 12 of the 1934 Act, including any amendment
or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act on or after the date of this
Registration Statement and 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 in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Articles of
Incorporation that eliminate the personal liability of its directors
for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and that
authorize the Company to indemnify its directors and officers to the
fullest extent permitted by law. Such limitation of liability does not
affect the availability of equitable remedies such as injunctive relief
or rescission.
The Company's Bylaws provide that the Company shall indemnify
its directors and officers to the fullest extent permitted by
California law, including circumstances in which indemnification is
otherwise discretionary under California law. The Company has entered
into indemnification agreements with its officers and directors
containing provisions which are in some respects broader than the
specific indemnification provisions contained in the California
Corporations Code. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors
against certain liabilities that may arise by reason of their status or
service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they
could be indemnified, and to obtain directors' and officers' insurance
if available on reasonable terms. At present, there is no pending
litigation or proceeding involving a director, officer, employee or
agent of the Company where indemnification will be required or
permitted. The Company is not aware of any threatened litigation or
proceeding that may result in a claim for such indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable. The Company
believes that its Articles of Incorporation and Bylaw provisions and
indemnification agreements are necessary to attract and retain
qualified persons as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ -----------------------------------------------------------
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 7).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being make, a post-effective amendment to this registration
statement to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act that is incorporated by reference in
the 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.
(h) Insofar as indemnification for liabilities arising under
the Securities act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the California
Corporations Code, the Company's Certificate of Incorporation, the
Company's Bylaw provisions or the Company's indemnification agreements,
the Company has been advised that in the opinion of the Securities and
Exchange 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 Company of expenses incurred or paid by
a director, officer or controlling person of the Company in a
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered hereunder, the Company will, unless in the
opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of 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.
<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
ERIK 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
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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 Cosent of counsel (contained in E-2
Exhibit 5.1).
24.1 Power of Attorney (see page 7). 7
<PAGE>
E-2
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 1997 Incentive Stock Plan (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>
E-3
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
