As filed with the Securities and Exchange Commission on June 26, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORMS S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
MERIDIAN DATA, INC.
-----------------------
(EXACT NASME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0188708
------------ ------------
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
ONCORPORATION OR ORGANIZATION)
5615 Scotts Valley Drive
Scotts Valley, California 95066
---------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
ZIP CODE),
1987 INCENTIVE STOCK PLAN
1988 INCENTIVE STOCK PLAN
1992 INCENTIVE STOCK PLAN
1992 KEY EMPLOYEE STOCK PLAN
1992 EMPLOYEE STOCK PURCHASE PLAN
1995 DIRECTOR OPTION PLAN
1997 INCENTIVE STOCK 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, INCLUDIING 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) N/A N/A N/A N/A
- -------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
<FN>
(1) No additional securities are to be registered, and registration fees were
paid upon filing the original Registration Statements.
</FN>
</TABLE>
<PAGE>
MERIDIAN DATA, INC.
POST-EFFECTIVE AMENDMENT TO
REGISTRATION STATEMENTS ON FORM S-8
EXPLANATORY NOTE
This Amendment (the "Amendment") to those certain Registration Statements
on Form S-8 pertaining to the 1987 Incentive Stock Plan (File No. 33-89162),
the 1988 Incentive Stock Plan (File Nos. 33-62084, 333-2620 and 333-3934), the
1992 Incentive Stock Plan (File No. 33-62084), the 1992 Key Employee Stock Plan
(File No. 33-62084), the 1992 Employee Stock Purchase Plan (File No. 33-62084
and 27533), the 1995 Director Plan (File No. 333-2622) and the 1997 Incentive
Stock Plan (File No. 333-27531) (the "Registration Statements") is being filed
pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Act")
by Meridian Data, Inc., a Delaware corporation ("Meridian Delaware" or the
"Company"), which is the successor to Meridian Data, Inc., a California
corporation ("Meridian California"), following a statutory merger effective on
May 29, 1997 (the "Merger") for the purpose of changing Meridian California's
state of incorporation. Prior to the Merger, Meridian Delaware had no assets or
liabilities other than nominal assets or liabilities. In connection with the
Merger, Meridian Delaware succeeded by operation of law to all of the assets
and liabilities of Meridian California. The Merger was approved by the
shareholders of Meridian California at a meeting for which proxies were
solicited pursuant to Section 14 (a) of the Securities Exchange Act of 1934, as
amended (the "1934 Act").
Except as modified by this Amendment, Meridian Delaware, by virtue of this
Amendment, expressly adopts the Registration Statements for all purposes of the
Act and the 1934 Act.
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 Form 10-Q of the Registrant for the quarter ended March 31, 1997
filed pursuant to Section 13(a) of the Exchange Act.
(3) 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's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its directors
and officers and may indemnify its employees and other agents to the fullest
extent permitted by law. The Company believes that indemnification under its
Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless of
whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
Subject to certain conditions, these agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
23.1 Consent of Price Waterhouse LLP, Independent
Accountants.
24.1 Power of Attorney (see page 8).
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement;
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by
reference 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
Securities Exchange Act of 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.
(c) The undersigned registrant hereby undertakes:
(1) To deliver or cause to be delivered with the prospectus to each
employee or director to whom the prospectus is sent or given a copy of the
registrant's annual report to shareholders for its last fiscal year, unless such
employee or director otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will furnish a copy of such
report upon the request of the employee or director. If the last fiscal year has
ended within 120 days prior to the use of the prospectus, the annual report of
the registrant for the preceding fiscal year may be so delivered, but within
such 120-day period the annual report for the latest fiscal year will be
furnished to each such employee or director.
(2) To transmit or cause to be transmitted to all employees and
directors participating in the plans, who do not otherwise receive such material
as shareholders of the issuer, at the time and in the manner such material is
sent to its shareholders, copies of all reports, proxy statements and other
communications distributed to its shareholders generally.
(d) 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 Delaware General Corporation Law, the
Certificate of Incorporation and the Bylaws of the registrant, Indemnification
Agreements entered into between the registrant and its officers and directors,
or otherwise, the registrant 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 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 hereunder, the registrant will,
unless in the opinion of its counsel the matter has already has 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.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
26 day of June 1997.
MERIDIAN DATA, INC.
By: /s/ GIANLUCA U. RATTAZZI
GIANLUCA U. RATTAZZI
PRESIDENT AND CEO
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 of Directors June 26, 1997
CHARLIE BASS
/s/ GIANLUCA U. RATTAZZI President, CEO and Director June 26, 1997
GIANLUCA U. RATTAZZI
/s/ ERIK E. MILLER Senior Vice President, June 26, 1997
ERIK E. MILLER Finance and CFO
/s/ PETER R. JOHNSON Director June 26, 1997
PETER R. JOHNSON
/s/ MARIO M. ROSATI Director June 26, 1997
MARIO M. ROSATI
/s/ PIERLUIGI ZAPPACOSTA Director June 26, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description Numbered Page
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23.1 Consent of Price Waterhouse LLP,
Independent Accountants. 10
24.1 Power of Attorney 8
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. ________) of Meridian Data, Inc. of our report dated
January 28, 1997 appearing on page 30 of the 1996 Annual Report to Shareholders
which is incorporated in the Meridian Data, Inc. Annual Report on Form 10-K. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 49 of the Form 10-K.
PRICE WATERHOUSE LLP
San Jose, California
June 23, 1997
