As filed with the Securities and Exchange Commission on May 29, 1998
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.
(Exact name of Registrant as specified in its charter)
Delaware 77-0188708
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5615 Scotts Valley Drive
Scotts Valley, California 95066
(Address of Principal Executive Offices,Zip Code)
1992 Employee Stock Purchase 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, 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
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of Registration
Registered Registered Price Per Share (3) Aggregate Offering Fee
Price (4)
- ------------------------------------ ----------------- ---------------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.001 par value) 400,000 (1) $5.125 $2,050,000.00 $605.00
Common Stock ($0.001 par value) 100,000 (2) $4.356 $435,600.00 $129.00
Total Registration Fee $734.00
<FN>
(1) These shares represent shares of Common Stock which have become available
for issuance under the Registrant's 1997 Incentive Stock Plan as a result
of an amendment approved by the stockholders at the Registrant's Annual
Meeting of Stockholders held on April 23, 1998 (the "Annual Meeting")
increasing the number of shares authorized for issuance thereunder from
900,000 to 1,300,000.
(2) These shares represent shares of Common Stock which have become available
for issuance under the Registrant's 1992 Employee Stock Purchase Plan
(the "ESPP") as a result of an amendment approved by the stockholders at
the Registrant's Annual Meeting increasing the number of shares authorized
for issuance thereunder from 300,000 to 400,000.
(3) Calculated solely for the purpose of determining the registration fee on the
basis of the average of the high and low prices of the Common Stock as
reported by the Nasdaq National Market System on May 27, 1998 in accordance
with Rule 457(h)(1) and (c)of the Securities Act of 1933, as amended (the
"Act"). With respect to the 1992 Employee Stock Purchase Plan, the
computation is based upon 85% of the average of the high and low prices of
the Common Stock because the purchase price of a share of Common Stock under
the ESPP is equal to 85% of the Fair Market Value of a share of Common Stock
on the Enrollment Date or the Exercise Date, whichever is lower.
(4) Calculated in accordance with Rule 457(h) under the Act.
</FN>
</TABLE>
<PAGE>
Statement Under General Instruction E Registration of Additional Securities.
Unless as noted herein, the contents of the Registration Statements on Form
S-8 with respect to the 1997 Incentive Stock Plan (File Nos.333-27531 and
333-30107)and the 1992 Employee Stock Purchase Plan (File Nos.33-62084,
333-27533 and 333-30107) are hereby incorporated by reference into this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 5).
<PAGE>
SIGNATURES
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 Scotts Valley, State of California, on this 29th day
of May 1998.
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 29, 1998
CHARLIE BASS of Directors
/s/ Gianluca U. Rattazzi President, Chief Executive May 29, 1998
GIANLUCA U. RATTAZZI Officer and Director
/s/ Erik E. Miller Senior Vice President, May 29, 1998
ERIK E. MILLER Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ Peter R. Johnson Director May 29, 1998
PETER R. JOHNSON
/s/ Mario M. Rosati Director May 29, 1998
MARIO M. ROSATI
/s/ Pierluigi Zappacosta Director May 29, 1998
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, E-3
Independent Accountants.
23.2 Consent of Counsel E-2
(contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5). 5
<PAGE>
E-3
Exhibit 5.1
May 27, 1998
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 Delaware
corporation (the "Registrant" or "you"), with the Securities and Exchange
Commission on or about May 27, 1998, 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 (as to 400,000 shares) and the 1992 Employee
Stock Purchase Plan (as to 100,000 shares) (collectively, the "Plans"). 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 Plans. It is our opinion that, when issued and
sold in the manner described in the Plans and pursuant to the agreements
that accompany each grant under the Plans, 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,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<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 30, 1998
appearing in the Annual Report of Meridian Data, Inc. on Form 10-K for the
year ended December 31, 1997. 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.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Jose, California
May 27, 1998
