As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
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Under
The Securities Act of 1933
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MERIDIAN DATA, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 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)
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1992 Employee Stock Purchase Plan
1997 Incentive Stock Plan
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(Full title of the plan)
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Gianluca U. Rattazzi
President, Chief Executive Officer
and Director
Meridian Data, Inc.
5615 Scotts Valley Drive
Scotts Valley, California 95066
(831) 438-3100
(Name, address, and telephone number, including area code, of agent for service)
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Copy to:
Mario M. Rosati, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
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<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Maximum
Title of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of Registration
Registered Regostered Price Per Share (3) Price (4) Fee
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<S> <C> <C> <C> <C>
Common Stock ($0.001 par value) 300,000 (1) $3.063 $918,900.00 $256.00
Common Stock ($0.001 par value) 100,000 (2) $2.60355 $260,355.00 $ 73.00
Total Registration Fee $329.00
<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 21, 1999 (the "Annual Meeting")
increasing the number of shares authorized for issuance thereunder from
1,300,000 to 1,600,000.
(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 400,000 to 500,000.
(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 April 19,1999 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,
333-30107 and 333-53945) and the 1992 Employee Stock Purchase Plan (File Nos.
33-62084, 333-27533, 333-30107 and 333-53945) are hereby incorporated by
reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers 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 22nd
day of April 1999.
MERIDIAN DATA, INC.
By: /s/ GIANLUCA U. RATTAZZI
Gianluca U. Rattazzi
President and Chief Executive Officer
By: /s/ ERIK E. MILLER
Erik E. Miller
Senior Vice President, Finance
and Chief Financial 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
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/s/ CHARLIE BASS Chairman of the Board of Directors April 22, 1999
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Charlie Bass
/s/ GIANLUCA U. RATTAZZI President, Chief Executive Officer April 22, 1999
- ------------------------ and Director
Gianluca U. Rattazzi
/s/ ERIK E MILLER Senior Vice President, Finance and April 22, 1999
- ------------------------ Chief Financial Officer (Principal
Erik E. Miller Financial and Accounting Officer)
/s/ PETER R. JOHNSON Director April 22, 1999
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Peter R. Johnson
/s/ MARIO M. ROSATI Director April 22, 1999
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Mario M. Rosati
/s/ PIERLUIGI ZAPPACOSTA Director April 22, 1999
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Pierluigi Zappacosta
<PAGE>
Index to Exhibits
Exhibit
Number Description Page
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5.1 Opinion of Counsel as to legality of securities
being registered. E-2
23.1 Consent of PricewaterhouseCoopers 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
- E-1 -
<PAGE>
Exhibit 5.1
April 22, 1999
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 April 22, 1999, in connection with the registration under
the Securities Act of 1933, as amended, of shares of your Common Stock (the
"Shares") reserved for issuance pursuant to the 1997 Incentive Stock Plan (as to
300,000 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,
Wilson Sonsini Goodrich & Rosati
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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<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 27, 1999 appearing in Meridian
Data, Inc.'s Form 10-K for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Jose, California
April 22, 1999
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